PureTech Health plc PureTech Health plc Annual report and accounts 2018
Annual report and accounts 2018 and accounts Annual report
DEVELOPING MEDICINES
BRAIN IMMUNE GUT PureTech Health
Developing BIG medicines
PureTech Health Dedicated to tackling some of the • a proven and seasoned most important health issues facing management team of business PureTech Health, plc (HQ: Boston, society in order to improve patients’ leaders with an outstanding Board of MA; LSE: PRTC) (“PureTech Health”, lives and generate significant value actively‑engaged industry pioneers “PureTech” or the “Company”) is an for PureTech’s shareholders, PureTech and academic stalwarts and an advanced biopharmaceutical company Health is pioneering new frontiers in extensive network of leading scientific developing medicines for dysfunctions medicine with: experts from around the world; of the Brain-Immune-Gut (BIG) axis across its affiliates and its own internal • an impressive track record of • relationships with leading labs. The Company’s focus is driven execution – including one United pharmaceutical companies or their Overview by deep insights into the connection States Food and Drug Administration investments arms, including Amgen amongst these three systems that make (FDA)-cleared product (Gelesis’ Ventures, Boehringer Ingelheim, up the BIG axis and their resulting roles PLENITY™) and one actively seeking Bristol-Myers Squibb, Eli Lilly, in diseases that have proven resistant to FDA clearance (Akili’s AKL-T01) – with Janssen Biotech Inc., Merck Ventures, established therapeutic approaches. By several high value catalysts expected Novartis, and Roche; harnessing this emerging field of human over the next 12 to 18 months; • an innovative and entrepreneurial biology, PureTech Health is developing • multiple novel clinical stage culture that attracts and retains new categories of medicines with the platforms and programmes that have top talent and is poised to bring potential to have great impact on cleared key safety and/or efficacy ground-breaking new medicines to people with serious diseases. regulatory hurdles; patients; and PureTech’s entrepreneurial, non-binary, • a strong capital base with • a strong and growing IP portfolio and capital-efficient innovation engine $425.0 million in group cash and of more than 500 patents and is led by a team with a proven track short-term investments as at patent applications providing long record of developing new therapeutics 31 December 20181; periods of exclusivity for innovative and building shareholder value. product candidates. Together, this team has achieved numerous significant milestones by progressing therapeutic candidates through human proof-of-concept to regulatory clearance and forging strategic relationships with major pharmaceutical companies, leading academic scientists and institutions.
Overview Highlights of the Year 2 The Board 51 Affiliate pipeline 4 Corporate and Social Responsibility 55 Internal R&D pipeline 6 Directors’ Report 58 Letter from the Chairman 7 Report of the Nomination Committee 63 Report of the Audit Committee 64 Strategic report Directors’ Remuneration Report 66 Letter from the Chief Executive Officer 8 Directors’ Remuneration Policy 68 Letter from the Chief Scientific Officer 10 Annual Report on Remuneration 72 Letter from the Chief Financial Officer 12 How PureTech Health is building value for investors 14 Financial statements Affiliate snapshots 18 Independent Auditor’s Report to the Members of PureTech Health plc 79 Internal R&D snapshot 34 Consolidated Statements of Comprehensive Income/(Loss) 88 Consolidated Statements of Financial Position 89 Governance Consolidated Statement of Changes in Equity 90 Risk management 36 Consolidated Statements of Cash Flows 92 Viability 39 Notes to the Consolidated Financial Statements 94 Key performance indicators 40 PureTech Health plc Statement of Financial Position 136 Financial review 41 PureTech Health plc Statement of Changes in Equity 137 Chairman’s overview 45 PureTech Health plc Statement of Cash Flows 138 Board of Directors 46 Notes to the Financial Statements 139 Management team 49 Directors, Secretary, and Advisors to PureTech Health plc 140
1 Group cash and short-term investments includes consolidated cash and short-term investments plus the cash and short-term investment position of Independent Affiliates (resTORbio and Akili) which are not included in our consolidated statement of financial position.
PureTech Health plc Annual report and accounts 2018 1 Highlights of the Year – 2018 Highlights of the Year — continued
2018 PureTech cash and 2018 consolidated cash 2018 group cash and short-term Amount of funding secured Cumulative number of patents Number of short-term investments and short‑term investments investments (APM) for affiliates and patent applications partnerships entered $177.7m 1 $250.9m1 $425.0m1,2 $274.0m 3,4 5455 53
2017: $126.7m 2017: $188.7m 2017: $242.1m 2017: $102.9m 2017: 5216 2017: 8 2016: $192.1m 2016: $281.5m 2016: $281.5m 2016: $98.2m 2016: 288 2016: 6 2015: $255.5m 2015: $313.7m 2015: $313.7m 2015: $74.6m 2015: 209 2015: 4 2014: $53.2m 2014: $62.7m 2014: $62.7m 2014: $8m 2014: 111 2014: 2
In 2018, PureTech Health made significant clinical progress across its Affiliates division, which includes seven clinical- Affiliates attracted $274 million in equity investments and non-dilutive funding, including $242 million from third parties:
Overview stage programmes and three preclinical programmes focused on the biological processes associated with the Brain- • Karuna received gross proceeds of approximately $124 million in preferred stock financings in 2018 and in the 2019 post- Overview Immune-Gut (BIG) axis. Clinical developments included the following: period. A $42 million Series A round, including the issuance of $22 million in shares upon conversion of debt into equity, was • Gelesis filed an application with the United States Food and Drug Administration (FDA) for review of its lead product announced in August 2018. In the 2019 post-period, Karuna completed an $82 million Series B financing round, including the candidate in weight management. In the April 2019 post-period, Gelesis received FDA clearance for PLENITY™ as an aid issuance of $7 million in shares upon conversion of debt into equity. Proceeds will be used to advance Karuna’s lead product for weight management in adults with a Body Mass Index (BMI) of 25-40 kg/m2, when used in conjunction with diet and candidate, KarXT (Karuna-xanomeline-trospium chloride), which is being evaluated in a Phase 2 study in patients with exercise. Gelesis also filed PLENITY for marketing authorisation in Europe in the first quarter of 2019 and expects to receive schizophrenia and the expansion into other therapeutic areas, including a non-opiate pain indication. feedback in 2019. • Akili completed a $68 million financing round in 2018 to advance its pipeline of prescription digital treatment candidates. • Akili also filed an application with FDA in 2018 for review of its lead product candidate in paediatric attention deficit/ In the March 2019 post-period, Akili entered into a strategic partnership with Shionogi & Co., Ltd. for the commercialisation hyperactivity disorder (ADHD). Also in 2018, Akili successfully completed a Phase 2 study of AKL-T03 in depression and of two of Akili’s digital medicine product candidates, AKL-T01 and AKL-T02 (in development for children with Autism a proof-of-concept study of AKL-T03 in multiple sclerosis. Full analyses are underway, and – based on the results of the Spectrum Disorder), in Japan and Taiwan. Under the terms of the agreement, Akili will build and own a newly created R&D studies – both programmes are expected to advance into larger studies in 2020. and commercial platform and receives upfront payments totalling $20 million with potential milestone payments for Japan • resTORbio announced positive results from a Phase 2b study of its proprietary target of rapamycin complex 1 (TORC1) and Taiwan commercialisation of up to an additional $105 million in addition to substantial royalties. inhibitor, RTB101. In the March 2019 post-period, resTORbio announced a positive end of Phase 2 meeting with the FDA • resTORbio completed an initial public offering (IPO) on NASDAQ in 2018, raising gross proceeds of $97.8 million. In the and the planned initiation of a global Phase 3 programme for RTB101 in 2019. In the April 2019 post-period, resTORbio March 2019 post-period, resTORbio completed another offering raising gross proceeds of approximately $50 million. announced the initiation of a Phase 1b/2a trial of RTB101 alone or in combination with sirolimus, in Parkinson’s disease. • Gelesis completed a $30 million financing round in March 2018 to support commercial-stage manufacturing, product • Karuna initiated a Phase 2 study of KarXT (Karuna-Xanomeline-Trospium), its lead product candidate, for the treatment of launch preparations, company operations and the clinical advancement of its pipeline of additional product candidates psychosis in schizophrenia, with results anticipated by the end of 2019. Karuna is using a proprietary co-formulation of KarXT for gastrointestinal disorders, including type 2 diabetes and non-alcoholic steatohepatitis/non-alcoholic fatty liver disease that successfully demonstrated tolerability at a dose level exceeding those shown to be efficacious in previous studies of (NASH/NAFLD). xanomeline alone. • Vor completed a $42 million Series A round in the February 2019 post-period to advance its lead cell therapy product • Vedanta Biosciences advanced two clinical-stage product candidates. In October, the company announced results from candidate for the treatment of acute myeloid leukaemia (AML). a successful Phase 1a/1b study of lead candidate VE303 in recurrent Clostridium difficile (rCDI). A Phase 2 study of VE303 • Vedanta Biosciences announced a $27 million Series C financing in December 2018 to advance its clinical pipeline of was initiated in December 2018, and results are anticipated in early 2020. In November, Vedanta Biosciences’ partner microbiome-derived product candidates. Janssen Biotech, Inc. also initiated a Phase 1 clinical study of inflammatory bowel disease (IBD) candidate VE202. Results are • Sonde completed a $16 million Series A round, including the issuance of $6 million in shares upon conversion of debt into anticipated in the second half of 2019. equity, in the April 2019 post-period to expand its capability across additional health conditions and device types and to • Follica made significant progress towards the initiation of a pivotal study in androgenetic alopecia, which is anticipated to fund commercialisation activities. begin in 2019 following the completion of an ongoing optimisation study. • Alivio was awarded a $3.3 million grant in September 2018 from the US Department of Defense to support Alivio’s preclinical • Sonde has expanded development of its proprietary technology in neurodegenerative disease, respiratory and research and development activities for product candidate, ALV-107, which is being advanced for the treatment of interstitial cardiovascular disease, and other health and wellness conditions. cystitis/bladder pain syndrome (IC/BPS) with Hunner’s lesions. ALV-107 is also being advanced under a partnership with Purdue Pharma LP, which was announced in the January 2019 post-period. Under the terms of the agreement, Alivio will PureTech Health also announced the formation of its internal labs, with a focus on tissue selective immunomodulation. receive up to $14.75 million in upfront and near-term license exercise payments and is eligible to receive royalties on product Key developments included the following: sales and over $260 million in research and development milestones. • In July, PureTech Health announced a collaboration with Roche to advance PureTech’s milk-derived exosome platform technology for the oral administration of Roche’s Locked Nucleic Acid (LNA) antisense oligonucleotide platform, designed The Group continued to build on its leading intellectual property position, with more than 500 owned and licensed to facilitate the oral administration of complex payloads. PureTech Health receives up to $36 million in upfront payments, patents and patent applications as of 31 December 2018, including the issuance of: research support, and preclinical milestones and is eligible to potentially receive over $1 billion in development milestones. • A first-in-class US patent broadly covering compositions and therapeutic methods related to Vor’s technology platform • Also in July, PureTech’s central nervous system (CNS) lymphatics programme was published as the cover story in Nature. for the treatment of haematological malignancies, including acute myeloid leukaemia (AML). The publication by our collaborator Jonathan Kipnis, PhD, revealed that modulation of lymphatic function in the brain may • Two key US patents broadly covering compositions of matter and other aspects of Alivio’s inflammation-targeting prevent or delay diseases associated with ageing, including Alzheimer’s disease, Huntington’s disease and age-associated technology platform. cognitive decline. The same programme was also published in Nature Neuroscience in September, highlighting the key role • Broad coverage in the US and Australia for methods of assessing mental and physical conditions from human speech for of brain lymphatics in neuroinflammatory conditions like multiple sclerosis. Sonde’s vocal biomarkers technology. • In the April 2019 post-period, PureTech Health presented posters detailing its immuno-oncology programmes at the American Association for Cancer Research (AACR) Annual Meeting. The posters detailed PureTech’s development of first- in-class, fully-human monoclonal antibodies (mAbs) targeting Galectin-9 (LYT-200) and immunosuppressive γδ1 (gamma 1 Vor’s fundraising of $42.0 million, Karuna’s fundraising of $82.0 million, and Sonde’s fundraising of $16 million occurred in the 2019 post-period and delta) T cells (LYT-210). LYT-200 and LYT-210 are unique mAbs targeting foundational, novel mechanisms of tumoural are therefore not included in these figures. immune escape and immunosuppression in cancer, and have been tested as single agents, as well as in combination with 2 Group Cash is an alternative performance measure (APM) which includes $174.1 million of cash reserves and short-term investments from our Independent Affiliates (resTORbio and Akili). These Independent Affiliates are not included in the consolidated statement of financial position. anti-PD1 in preclinical murine and human-derived ex vivo models. Also in the April 2019 post-period, PureTech Health Therefore Group Cash is considered to be more representative of the Group’s cash available to advance product candidates within its Independent entered into a partnership with Boehringer Ingelheim (BI) to advance BI’s immuno-oncology product candidates using Affiliates which could ultimately result in value accretion for the Group. PureTech’s lymphatic targeting platform. Under the terms of the agreement, PureTech Health will receive up to $26 million, 3 Number represents figure for the relevant fiscal year only and is not cumulative. including upfront payments, research support, and preclinical milestones, and is eligible to receive more than $200 million in 4 This number includes the issuance of $22 million in shares upon conversion of debt into equity as part of Karuna’s Series A financing round. development and sales milestones, in addition to royalties on product sales. Of the $22 million converted into equity, $2 million came from the $8 million Wellcome Trust award. Excluded from the amount of funding secured for affiliates is $12 million in milestone payments made to Vedanta Biosciences from Janssen Biotech, Inc as part of an ongoing collaboration. 5 This number does not include issued patents or patent applications exclusively licensed or owned by Independent Affiliates, resTORbio and Akili. 6 This number does not include issued patents or patent applications exclusively licensed or owned by Independent Affiliate, resTORbio.
2 PureTech Health plc Annual report and accounts 2018 PureTech Health plc Annual report and accounts 2018 3 Affiliate pipeline Our affiliate pipeline — continued
For Internal R&D pipeline, see page 6
PRTC Ownership2 Preclinical Phase 1 Phase 2 Phase 3/Pivotal FDA Filing Clearance/Approval
Brain Targeting and activating specific Akili* 35.1% neural systems in the brain to treat cognitive dysfunction
Targeting muscarinic receptors KarunaR 35.9% in the brain while overcoming GI tolerability issues for the treatment of neuropsychiatric disorders
Developing vocal biomarkers to Sonde 55.8% monitor and diagnose neurological, Overview immune and other conditions Overview
Immune Inhibiting TORC1 for conditions of resTORbio* 27.8% ageing, e.g., immunosenescence and neurodegeneration
Modulating the immune system Vedanta 63.0% via the gut microbiome to address immune-mediated diseases
Enabling follicle neogenesis FollicaR 62.3% and skin rejuvenation through immune response to wounding
Selectively targeting cancer Vor 30.2% cells while sparing normal cells using modified HSCs
Site specific inflammation targeting Alivio 82.8% that spares non-inflamed tissue in GI and other systems
Developing mechanotherapeutics GelesisR 19.7% Gut FDA to treat obesity, GI disorders Cleared and repair the gut barrier
Enabling the delivery of biologics Entrega 73.9% via the gut epithelium to local and distal sites of the body
Potential value-driving catalysts 1 potential FDA 1 1 Phase 1 readout 1 Phase 1 initiation expected over the next 12 months : clearance 2 Phase 3 initiations Multiple financings 1 potential CE mark and strategic 3 Phase 2 initiations 2 Phase 2 readouts transactions
1 Company expectations. 2 Relevant ownership interests were calculated on a diluted basis as of 31 December 2018 (Vor: 14 February 2019, resTORbio: 22 March 2019, Karuna: 8 April 2019, Sonde: 11 April 2019), including issued and outstanding shares, outstanding options and warrants, and written commitments to issue options, but excluding unallocated shares authorised to be issued pursuant to equity incentive plans and any shares issuable upon conversion * Independent affiliate of outstanding convertible promissory notes. R PureTech Health has a right to royalty payments as a percentage of net sales from Gelesis, Karuna, and Follica.
4 PureTech Health plc Annual report and accounts 2018 PureTech Health plc Annual report and accounts 2018 5 Internal R&D Pipeline: Focusing on the BIG axis through Letter from the Chairman the lens of tissue-selective immunomodulation
“Reflecting on PureTech’s most ambitious year yet, it PureTech Health has already achieved remarkable things in this field through has been a pleasure to observe the growth in value its Affiliate division and is breaking new scientific ground to address Our approaches to tissue-selective immunomodulation: across the breadth and depth of its programmes.” indications with significant unmet need. In April 2019, Gelesis achieved a truly exciting milestone as it received clearance from the United States Food and Drug Administration (FDA) for its first product, PLENITY™, a new and Target newly Harness the lymphatic highly differentiated aid for weight discovered foundational infrastructure for management in adults with a Body Mass Index (BMI) of 25-40 kg/m2, in Overview immunosuppressive autoimmune, oncology, conjunction with diet and exercise. Overview Akili also is seeking clearance from FDA mechanisms in oncology and CNS indications for its digital medicine that is designed for the targeted activation of specific neural systems in the brain to treat cognitive dysfunction in paediatric ADHD without pharmacological intervention – a treatment that is the first of its kind. Internal R&D programmes, meanwhile, have rapidly advanced by leveraging the Group’s considerable expertise in Our programmes Discovery Lead Optimisation IND-Enabling Clinical the BIG axis. Drawing on these insights, the PureTech Health team is identifying LYT-200 Reflecting on PureTech’s most Our Board of Directors includes some promising technologies, including the Solid tumours Expect to file Anti-Galectin-9 MAb IND H1 2020 ambitious year yet, it has been of the most seasoned and experienced exciting prospect of intervening in a pleasure to observe the growth in healthcare experts, and I thank them a wide range of diseases by modulating value across the breadth and depth for another year of steady oversight and immunity at a local level, such as of its programmes. First-ever late thoughtful counsel. Their guidance and via the immune-cell highway of the LYT-210 Solid tumours stage milestones, including filings for commitment to the highest standards lymphatic system. Anti-Delta-1 MAb regulatory review of two first-in-class of governance enable PureTech Health Within PureTech Health lies the vision, therapeutics and multiple other clinical to focus on its core mission of delivering talent and organisational capability advances, have complemented the bold ideas to transform healthcare. to seize opportunities where others expansion and validation of our internal Lymphatic therapeutics Collaboration To that end, PureTech Health do not think to look, and I thank our R&D activity, which we see as a major programme #1 with Roche has fostered the development of shareholders for supporting and driver of long-term, sustainable growth. multiple exceptional technologies, enabling that vision. Every year, the Scientific excellence, value-driving drawing on its emergence as a major PureTech Health team’s success Collaboration Lymphatic therapeutics partnerships, and prudent stewardship global hub of expertise around the validates its daring and transformative with Boehringer programme #2 of growth are the heart of biopharma Brain-Immune-Gut (BIG) axis. This spirit and takes the company to new Ingelheim development. As Chairman, I have biological framework continues to gain heights. I very much look forward to found it rewarding to watch PureTech momentum as the key to understanding the advances and milestones that lie Health continue to deliver on all these the human body’s response to the ahead in 2019. Lymphatic therapeutics fronts, burnishing its credentials as one external environment via adaptive, programme #3 (CNS) of the most productive and innovative inherently modifiable systems. biopharma companies in the industry with a management team that leads with a highly effective combination of vision and practicality. Joichi Ito Chairman 16 April 2019
6 PureTech Health plc Annual report and accounts 2018 PureTech Health plc Annual report and accounts 2018 7 Strategic report “ 1 At PureTech Health, our vision is to pioneer new (BIG) of PureTech’s axis, the heart R&D strategy.” Brain-Immune-Gut the harnessing in breakthroughs business and patients as we continued to pursue that goal, delivering significant value forboth the that we haveto report taken major toward strides frontiers in medicine. year, In the past I’m pleased whether orwhether not they have other weight- 8 PLENITY product, first its market to Administration Drug and received clearance from the US Food 2019, Gelesis April in when came date to milestone affiliate important most Our review. regulatory into and study clinical through successfully candidates those guide then –and patients for impact maximum have to designed candidates therapeutic novel into lab turn momentous discoveries in the repeatedly that our talented team can R&D strategy. We have demonstrated PureTech’s of heart the axis, (BIG) Brain-Immune-Gut the in harnessing we continued to breakthroughs pursue as patients and business the both for value that goal, significant delivering toward strides major taken have we that report to year, I’m pleased past the pioneer new frontiers in medicine. In to is vision PureTech our At Health, Executive Chief Officer the from Letter low as 25 kg/m 25 as low as a BMI with adults overweight by use management to product be cleared for weight prescription only the is PLENITY management. weight for aid overweight range) through 40 kg/m 40 through range) overweight
PureTech Health plc Health PureTech Important safety information regarding PLENITY can be found at www.myplenity.com. at found be can PLENITY regarding information safety Important 2 (the beginning of the the of beginning (the Annual report and Annual 2018 accounts report 1 , a first-in-class , a first-in-class 2 , disorder (ADHD), major depressive includinghyperactivity attention-deficit neurology conditions, and psychiatry across multipletherapeutic effect for (CNS) system nervous central and brain the of plasticity the leverage to approach a ground-breaking developed has which Akili, is pioneering are we a frontier of example Another shareholders. our to value significant deliver to potential the has also It FDA clearance. to concept from way the all them bring and transformational technologies and unique identify to ability our showcased it PureTech as for Health, moment a landmark was clearance PLENITY’s 2020. in US the in prescription by available broadly be will PLENITY anticipates 2019of and half second the in PLENITY of launch US a targeted initiate to plans Gelesis therapies. available other of nature surgical or effects side the to due treatment forego may who obesity or overweight with adults for option new a brand PLENITY makes label broad That issues. health related Among our milestones in 2018: programmes. our for set we impact patient for bar high the deliver not will they suggests data emerging away from where programmes resources move to –and ideas exciting on capitalise to quickly resources move to us allows development drug unbiased to commitment and structure entrepreneurial nimble, Our labs. internal our and affiliates our across axis BIG the on focus our from stemming science as we ground-breaking advance PureTech at Health progress excellent the of examples two just are these report, this throughout see will you As andtargeted motor sensory stimuli. precisely through brain the in systems neural specific of activation the through and disorders (ASD), autism spectrum disorder (MDD), multiple sclerosis (MS), •
patients worldwide. –for therapeutics other of array a wide potentially –and drugs cancer important of efficacy the improve to potential the has partnership This sales. product on royalties to addition in milestones, sales and development in million $200 than more receive to eligible is and milestones, preclinical and support, research payments, upfront including million, $26 to up receive to PureTech stands Health trafficking. and education cell immune of sites to directly drugs ferry to way targeted more a far offering vasculature aroundlymphatic the gut, the –into technology targeting lymphatic the in wrapped – once therapies direct will body the that is concept scientific Our therapies. BI’sbe paired with immuno-oncology will approach The platform. targeting broad validation of our lymphatic for potential 2019, the April in opens IngelheimBoehringer (BI), announced with partnership Another Roche. with partnership this under sales product on royalties receive to eligible exceed $1 billion. PureTech is also could milestones development in total payments payments; preclinical early and support R&D fees, upfront in million $36 to up PureTech receives Health milk-derived exosome technology. our advance to Roche with research collaborative in engaged now We are companies. major pharmaceutical two with partnerships validating Our Internal division secured Letter from the Chief Executive Officer Executive Chief the from Letter • • • • 3 2
ENDO, and EASL. ENDO, and conferences like AACR, ObesityWeek, scientific top at present to invited were Communications Science Translational Medicine our affiliates have raised million $140 raised have our affiliates 2019 post-period, In the investors. party third from $242 million including transactions, in financing party investors. party third $121.2 from was which of million medicine (Akili and Sonde). and (Akili medicine inflammation(Alivio) anddigital (Vor), oncology in including fields patents US broad with IP foundational granted were affiliates Our in multiple including journals, top-tier the researchpublished in cutting-edge Our affiliates andcollaborators $274 million raised affiliates Our inhibitor OPDIVO inhibitor PD-1 immune checkpoint Squibb’s Bristol-Myers evaluate to collaboration trial a clinical announced Vedantapartnerships: Biosciences significant secured also affiliates Our substantial royalties. to addition in $105 million additional an to up of Taiwan commercialisation and Japan for payments milestone potential with million $20 totalling payments upfront receives Akili Under the terms of the agreement, candidates in Japan and Taiwan. of Akili’s digital medicine product Ltd. for the commercialisation of two &Co., Shionogi with partnership period, Akili entered into a strategic 2019 post- March the in Additionally, PureTech model. the Health through clinic the toward rapidly advanced new developed technology and exciting an of validation significant of example another is This financing. equity next Alivio’s in invest to option an has also Purdue payments. royalty and milestone future for eligible is and fees $14.75 to up upfront in million receive will Alivio (IC/BPS). syndrome pain cystitis/bladder of interstitial development for the treatment Alivio’s under therapy non-opioid advance to Pharma Purdue with 2019 January in a deal announced Also,cancers. Alivio Therapeutics orpatients with advanced metastatic in consortium, bacterial human rationally-defined a patented and VE800, combination with in This number includes an issuance of $7 million in shares upon conversion of debt into equity as part of Karuna’s Series B financing round, all of which which of all round, Bfinancing Series Karuna’s of part as equity into debt of conversion upon shares in million $7 of issuance an includes number This This number includes an issuance of $22 million in shares upon conversion of debt into equity as part of Karuna’s Series A financing round. Of the the Of round. Afinancing Series Karuna’s of part as equity into debt of conversion upon shares in million $22 of issuance an includes number This came from the Wellcome Trust award announced in June 2018. It also included an issuance of $7.3 million and $6 million in shares upon conversion of of conversion upon shares in million $6 and $7.3 of million issuance an included 2018. also It June in announced award Trust Wellcome the from came affiliates is $12 million in milestone payments made to Vedanta Biosciences from Janssen Biotech, Inc as part of an ongoing collaboration. ongoing an of part as Inc Biotech, Janssen from Biosciences to Vedanta made payments milestone in is $12 million affiliates debt into equity as part of Vor’s Series A financing round and Sonde’s Series A-2 financing round, respectively. round, financing A-2 Series Sonde’s and round Afinancing Series Vor’s of part as equity into debt $22 million converted into equity, $2 million came from the $8 million Wellcome Trust award. Excluded from the amount of funding secured for for secured funding of amount the from Excluded award. Trust Wellcome million $8 the from came million $2 equity, into converted $22 million Nature , Nature Neuroscience , and Obesity, and ® (nivolumab) , and , , Nature 2 — continued
3 , “ through the clinic, including several clinic, several the including through andoncology autoimmune medicines of dozens brought successfully has who immunologist a leading Bolen, Joe Officer Scientific Chief our of leadership scientific the have to fortunate We are foundational immune mechanisms. insights into these recently appreciated our leverage that compounds stage clinical- promising a few reviewing been have we and 2020 of half first the in IND an file to expect we and clinic, the toward rapidly moving is cancers other and colorectal pancreatic, of candidate for the potential treatment lead Our disorders. CNS-related and treatment of oncology, autoimmune, immunomodulationselective for the division, which is centred on tissue- in our Internal promising new medicines develop and discover identify, to rigour scientific unbiased and strategies similar applying We are operations. achievements to the benefit of all our those leveraged we’ve how of and Affiliates, of our achievements We are exceedingly proud of the trials. clinical successful several of conclusion the reported have to pleased especially Iam so patients, to medicines new delivering toward directed ultimately is activity this All energetic than ever about delivering onour vision.” year for our team. We approach 2019 more the BIG made axis 2018 an incredibly rewarding builttherapeutics around onour unique expertise These successes advancing a portfolio of These successes advancing a portfolio at Bristol-Meyers Squibb, during the annual PureTech Health BIG Summit. BIG PureTech Health annual the during Squibb, at Bristol-Meyers Development Business and Strategy President, Vice Senior Biondi, Paul with Zohar Daphne PureTech Health plc Health PureTech patients in need. patients to therapies first-in-class high-value, advance our shared vision of bringing we as shareholders existing and new our of support the for appreciative also I am year. this we’vemade progress terrific and collaborators,Directors for the our as well as PureTech team, Health dedicated incredibly the thank to like I’d States. United the in opportunities markets evaluating capital consider also may we evolution, ongoing our of part as and vision, our on delivering more energetic than ever about 2019 We approach team. our for year rewarding incredibly 2018 an made axis BIG the around expertise unique our on built therapeutics of a portfolio advancing successes These page. next on the efforts R&D internal our of potential the highlights Joe FDAto approval. Daphne Zohar 16 April 2019 16 April Chief Executive Officer Annual report and accounts 2018 accounts and report Annual
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Annual 2019 Research Cancer for Association American prestigious the at abstracts accepted two with programmes our debuted have to pleased were we and immune mechanisms to treat cancer, involves modulating foundational priorities research core our of One of life. quality patients’ improve transformational that therapies will develop to insights our leveraging goal: that about thinking always are we lab, the in advances by get we as incrediblyAs diseases. difficult excited with living patients to a difference make truly will that therapies novel deliver and develop to –is R&D our all with –as programmes both with goal Our oncology. in mechanisms immunosuppressive discovered Second, we are targeting newly (CNS) system nervous indications. autoimmune, oncology, and central develop new modalities for treating to infrastructure lymphatic powerful andunderappreciated undeniably the leverage to seek we First, areas. core two on focuses R&D internal Our according to medical need. response immune and tuning the Letter from the Chief Scientific Officer Scientific Chief the from Letter as many as 70 per cent of circulating of cent 70 per as many as the intestine, for instance, programme The mesenteric lymph nodes around tissues. specific to them trafficking immuneand cells forfunctions specific programming in role a crucial plays system lymphatic the that know We now proved otherwise. until one of our scientificcollaborators – brain the in vasculature lymphatic no was there that held wisdom the Conventional system. circulatory of cousin unimportant a relatively as our bodies was overlooked, dismissed throughout vasculature that extends lymphatic of network vast the years, For class therapeutics. first-in- develop to system lymphatic the into insights new leveraging involves priority research core A second tumour activity. anti- strong generate and responses immune adaptive and innate both LYT-210 modulate We believe can of activation anti-tumourspurs T cells. LYT-210 cells, those targeting by that show data preclinical Our T cells. gamma-delta immunosuppressive harbour which cancers, breast and such astumours pancreatic, colon solid in potential strong has approach microenvironment. We believe this inimmunosuppression the tumour to connected is which class, T cell antibody to target the gamma-delta LYT-210, is anti-Delta-1 an pipeline internal our in LYT-200 behind Just 2020. of half first the in IND an file to expect and LYT-200 on work preclinical additional through rapidly moving We are therapies. oncology combination with existing immuno- — continued for patients worldwide. – therapeutics other of array a wide eventually, –and drugs cancer of toxicity the reduce and efficacy the improve could approach this that hopeful We are targeting. it’s cells tumour the with contact direct into and – gut the into directly ferried be there, from and vasculature lymphatic the enter should a fat, as masked now drug, GI lymphatic targeting to platform their our affix to Ingelheim Boehringer with we announced a partnership when validation external significant This approach recently received excitement. great with progressing we’re a prospect It’s circulation. drug‘disguised’ straight into systemic the shunt could which centres’, immune ‘regional crucial the nodes, lymph mesenteric the to access drug the give and liver the of metabolism primary the bypass to possible it make may body to like process therapeutics fat the Enabling platform. targeting through lymphatic our proprietary fats as drugs mask to approaches advancing are we example, For treatment. of modalities new identifying and states disease exploring for lens new exciting an us gives also system lymphatic the on focus rigorous Our forimmunotherapies cancer. as well as diseases, autoimmune and CNS gastrointestinal, for therapeutics develop to system immune the tool forpowerful modulating a potentially us give could process this in Intervening dysfunction. their from potentially huge systemic ramifications suggests which cells, immune adaptive ‑ directed immunotherapies. The immunotherapies. The directed PureTech Health plc Health PureTech 16 April 2019 16 April Officer Scientific Chief Bolen Dr Joseph as we advance. we as updates additional sharing to forward immune modulating medicines. I look of generation next the deliver to year, positioned PureTech is Health past this laid we’ve foundation the to Thanks patients. to therapies new powerful delivering of goal urgent the R&D, with innovative our forward moving continue to excited truly I am therapeutic development. to taking these recent discoveries into forward look and platform technology this to license exclusive an We hold our collaborator Dr Jonathan Kipnis. by brain the in vessels lymphatic of discovery the on built publications These sclerosis. multiple as such debilitating neuroinflammatory diseases address potentially to pathway a novel to point which system, lymphatic meningeal the and brain the between then identifiedthe connection direct publication in Nature Neuroscience A subsequent Huntington’s. and Alzheimer’s ageing, including with prevent or delay diseases associated may brain the in function lymphatic of publication revealed that modulation Nature in story a cover as technologylymphatics was published CNS Our career. my in seen I’ve science exceptional most the of some by been highly strategic and informed has technologies of selection Our Annual report and accounts 2018 accounts and report Annual
in 2018. The 2018. The in
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Strategic report Strategic report “In my manager, prior position as a portfolio 12 activities. value-creating its of depth the and with PureTech’s capabilities impressed more grown only I have team the on year first my In impact. patient to maximising commitment and experience, passion, their by 2018, drawn early in team the I joined opportunities. breakthrough to identify innovators in the world, pulling together and researchers informed and insightful most the of some are These network. scientific advisory expert and a wide-ranging of involvement active the and team the of calibre bolsteredstrength was further by the genuinely novelits technologies. This and model R&D new its for unique as me struck immediately Company the 2017, PureTech in at team Health the technology, and need. I When met talent, of mix compelling most the of search in companies evaluating time significant Ispent manager, a portfolio as position prior my In Officer Financial Chief the from Letter PureTech’s of its depth the and capabilities team Ihave only grown more with impressed technology, and need...In myyear first the on in search of compelling the most mix of talent, I spent significant time evaluating companies value
PureTech Health plc Health PureTech ‑ creating activities.” Annual report and Annual 2018 accounts report Affiliate division. division. Affiliate our through programmes R&D a number of highly differentiated across and way efficient a capital such in occurred having for remarkable developer,therapeutics but even more any for achievement a great stage, technologies to an advanced multiple taken PureTech has Health listing, since years four than less In potential cure. from management to prevention or could move the standard-of-care that diseases chronic complex for into promising options therapeutic to translate technologies these ability an We have demonstrated manner. capital-efficient a highly in andcapture evaluate new technologies to us enable entrepreneurship of spirit nimble and partnerships, high-value advisors, expert structure, affiliate Our pipeline that has put us on the map as as map the on us put has that pipeline R&D internal an in resulted has cycle entrepreneurial climate. This virtuous our culture, research excellence and in day every reflected value this see We organisation. the across value experience that continues to deliver and creativity, expertise, of mass a critical creating portfolio, and operations its of strength the from benefits PureTech team The Health 16 April 2019 16 April Officer Financial Chief the years ahead. years the we in welcome your continued support new; and long-term both shareholders, organisation. Special to thanks our a remarkable of successes and capabilities the building in team this with work to proud am and ahead milestones exciting the to forward I look parent company level. a PureTech on held Health was million) $177.7 2018: $196.7 June (30 million 2018: $416.9 June which of (30 million), 31 December 2018 were $425.0 million at reserves cash Group’s year. The last $274.0 of million sum aggregate an raised affiliates our report, this of Highlights the in discussed As a placing. million) through $100 (£72 million of approximately proceeds gross PureTech Health successfully raised 2018, April In future. foreseeable the in divisions Internal and Affiliate its across catalysts meaningful additional deliver to position excellent an in is Health PureTech base, capital a strong With note. of biopharma axis a pre Dr Joep Muijrers Muijrers Dr Joep ‑ eminent Brain-Immune-Gut (BIG) Brain-Immune-Gut eminent
DEVELOPING Letter from the Chief Financial Officer Financial Chief the from Letter PureTech Health R&D Model – Capital efficient, non-binary, and unbiased and non-binary, efficient, –Capital Model R&D Health PureTech with a strong with R&DBIG science sources of significant upside sources ofsignificant team and leading scientists team leading and Collaboratively advancing Non-binary BRAIN — continued with multiple with
IMMUNE Unbiased aligned with shareholders with aligned entrepreneurial, shared PureTech Health plc Health PureTech Capital efficient – efficient Capital resources, nimble
GUT decision-making – decision-making MEDICINES Annual report and accounts 2018 accounts and report Annual
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Strategic report Strategic report 1 deep understanding of the BIG axis, axis, BIG the of understanding deep PureTech’s from Derived labs. internal PureTech’s through is path second The level. company parent the at funding non-dilutive of a source as well as value mid-term near-to creates affiliates the in ownership significant having of position levels. PureTech’s advantageous regional or global the at partnerships and industry strategic transactions, IPOs, financing, equity of rounds private potential including growth, continued avenuesvarious of funding to fuel their to access have affiliates The concept. clinicaldemonstrated proof-of- have that candidates product other multiple as well as PLENITY™), (Gelesis’ (FDA) Administration Drug and Food US the by cleared been has that product one includes which affiliates, the through is path first The medicines. new advance to ways two support that resources financial and insights intellectual inresulted deep has record PureTech’s track proven each entity. in ownership maintaining significant while manner a capital-efficient in achieved been has this All of institutions. and scientists academic leading and companies major pharmaceutical with has also forged strategic relationships Group the time, same the At clearance. human proof-of-concept to regulatory medicines for serious diseases through BIG (Brain-Immune-Gut) progressing by vision this against executed successfully has Group the years, the Over investors. third-party validating as needed from internal resources and raised was cash and entity, corporate historically housed in an independent for patients. Each programme was science into promising new medicines breakthrough advance to a vision with founded was “the Company”), 14 affiliates its and PureTech plc of Health comprised is PureTech which Health, How PureTech for investors value building is Health
As used herein, “affiliates” means Gelesis, Akili, resTORbio, Karuna, Vedanta, Sonde, Follica, Alivio, Vor, and Entrega. resTORbio and Akili are referred referred are Akili and resTORbio Entrega. Vor,and Alivio, Follica, Sonde, Vedanta, Karuna, resTORbio, Akili, Gelesis, means “affiliates” herein, used As to herein as independent affiliates as they were deconsolidated in the Group’s financial statements in 2018. PureTech Health maintains an equity stake stake equity an maintains PureTech2018. in Health statements financial Group’s the in deconsolidated were they as affiliates independent as herein to in all four independent affiliates, but it no longer holds a majority equity position or majority board control in each of these independent companies. these of each in control board majority or position equity a majority holds longer no it but affiliates, independent four all in PureTech Health plc Health PureTech 1 (together, “the Group,” or Group,” “the or (together, Annual report and Annual 2018 accounts report “PureTech’s proven record track has resulted new medicines.”new ways to two resources advance that support financial and insights intellectual deep in commercialisation. and approaching development clinical multiple advancing programmes in 2018, with of course the over progress excellent made have PureTech’s affiliates Affiliates vision. this executing towards divisions both 2018 across in progress exceptional made has Company the advisors, scientific leading and Board, outstanding an team, management a seasoned with Together some of the greatest medical needs. address to a mission and axis BIG the on focus a shared through connected are pipeline internal and PureTech’s affiliates level. company parent Health a PureTech on shareholding through programmes internal these access only can investors Equity pipeline. Internal immunomodulation grow to this further also focus around tissue-selective will that assets, stage clinical and additional innovative approaches review and identify to activities sourcing its continue will Company The programme. lymphatics (CNS) system nervous a central and Nybo) as known (formerly programme immuno-oncology an Calix), and Glyph as known (formerly therapeutics of a range of administration oral enable that interface gut-immune the by inspired programmes two including pipeline, internal this into consolidated been have that programmes the of four date, PureTech Health has announced To infrastructure. lymphatic the harness andoncology novel that approaches mechanisms inimmunosuppressive foundationalnewly-discovered, targeting on focus a near-term and CNS-related disorders, with the treatment of oncology, autoimmune, immunomodulation for tissue-selective on centred are programmes these a Body Mass Index (BMI) of 25-40 kg/m 25-40 of (BMI) Index Mass a Body with adults in management weight for aid an as PLENITY™ for clearance post-period, Gelesis received FDA 2019 April the In respectively. (ADHD), disorder attention deficit/hyperactivity weight management and paediatric in candidates product lead their of review FDA US for the with applications filed Akili and 2018, Gelesis In affiliates stage Clinical a $30 million raise in March 2018. 2018. March in raise million a $30 completed Gelesis FDAto clearance, build towards commercialisation prior and work preclinical and clinical ongoing this To support 2020. in begin to (CIC) is expected constipation idiopathic chronic in GS500 of study a pivotal is and ongoing, mucositis intestinal and (IBD) disease bowel inflammatory for GS400 on 2019.in Preclinical work concept to is study expected begin A proof-of- (NAFLD). disease liver (NASH) and non-alcoholic fatty of non-alcoholic steatohepatitis is being evaluated for the treatment which GS300, candidate, product third its on work preclinical completed also Gelesis 2020. in out read to expected is that 2study a Phase in evaluated and prediabetes, is currently being 2diabetes type with people in control glycaemic and loss weight for optimised a hydrogel 2018. Gelesis200, in platform mechanobiology novel its on based of candidates additional product Gelesis also advanced broad its pipeline PLENITY, with success its on Building 2019. in feedback receive to expects 2019 of and quarter first the in Europe in authorisation marketing for PLENITY filed also Gelesis 2020. in US the in prescription by available broadly be will PLENITY anticipates 2019 of and half second the in PLENITY of launch US a targeted initiate to plans Gelesis exercise. and diet with conjunction in used when 2 , How PureTech Health is building value for investors of 2018, and in the March 2019 post- March the in 2018, and of half second the in released was study 2b Phase the from data 24-week Additional (RTIs). infections tract respiratory with associated and mortality morbidity of risk increased at patients elderly in RTB101 of trial clinical 2b Phase ranging positive topline results from dose- its on NASDAQ, resTORbio announced 2018 IPO January its Following system. immune ageing the of function the of improvement the 1(TORC1), for complex rapamycin of target the of inhibitor RTB101, a selective candidate, product lead its advance to resTORbio continued addition to substantial royalties. in $105 million additional an to up of Japan and Taiwan commercialisation for payments milestone potential with million $20 totalling payments upfront receives and platform commercial and R&D created a newly own and build will Akili agreement, the of terms the Taiwan. Under and Japan in Disorder), for children with Autism Spectrum development AKL-T01 AKL-T02 (in and digital medicine candidates, product of Akili’s of two commercialisation the for &Co., Ltd. Shionogi with partnership a strategic into entered Akili 2019 post-period, March the In 2018. infinancing million a $68 completed Akili pipeline, its of deployment and development advance To further applications. care monitors and measurement-based and clinical integrated complementary developing is Akili work, clinical this to addition In lupus. and delirium, injury, brain ICU traumatic disease, in including Parkinson’s underway, also inplatform additional indications is technology Akili’s of evaluation clinical published in December. Early-stage were ADHD, co-occurring with (ASD) children disorder with autism spectrum candidateproduct being evaluated in AKL-T02, a third Akili’s of study pilot a successful of Results 2020. in indications both in studies clinical larger initiate to plans Akili studies, these of results the on Based sclerosis. multiple AKL-T03 of in study a proof-of-concept in major disorder (MDD) depressive and AKL-T03 of 2study a Phase completed successfully 2018, Akili late In psychiatry. neurology and conditions across symptoms associated with medical improve and deficiency cognitive pipeline of digital medicines to treat industry-leading its from candidates product other of a number progressed Akili ADHD, AKL-T01 paediatric in candidate product lead of review for FDA US the with filing to addition In in addition to royalty payments. Top-line Top-line payments. royalty to addition in million, $339 of a total to up of payments and commercialisation milestone a collaboration that has development of 2015 part in as Biosciences Vedanta from VE202 licensed which Inc., Biotech, Janssen with VE202 candidate (IBD) disease bowel inflammatory of study 1clinical a Phase initiated also In November, Vedanta Biosciences 2020. in anticipated are results and wasVE303 initiated in December, difficile Clostridium recurrent in VE303 candidate lead of 1a/1bPhase study a successful from results announced company the October, In studies. and the initiation of additional two study clinical one from results including immune-mediatedaddress diseases, candidates to product consortia-based bacterial ofpipeline rationally-defined Biosciences rapidly advanced its year, Vedanta past the During equity. into debt of conversion upon shares in million $7 of issuance the including Series B, million $82 an period the company also completed 2019 post- the in and equity, into debt of conversion upon shares in million $22 of financing round, including the issuance A Series million a $42 completed successfully 2018, Karuna year. August In Alzheimer’s disease psychosis later this treating towards work clinical and volunteers healthy in study pain 1b experimental a Phase initiate to plans xanomeline alone. Additionally, Karuna of studies previous in efficacious be to shown those exceeding level a dose at tolerability demonstrated successfully that 2study Phase its in KarXT of is using a proprietary co-formulation 2019. of end the by Karuna anticipated psychosis in schizophrenia, with results of treatment the for candidate, product (Karuna-Xanomeline-Trospium), lead its KarXT of 2study a Phase of initiation In October, announced the Karuna in Alzheimer’s disease, and pain. including schizophrenia, psychosis central system (CNS) nervous disorders, across impairment cognitive and psychosis of treatment the for receptors cholinergic muscarinic of targeting the on based pipeline its 2018 advance to in work completed also has Karuna Parkinson’s disease. in 1b/2a study a Phase initiated also resTORbio 2019 post-period, April In the 2019. of quarter second the in begin to RTB101 expected for is programme Phase 3 a global of initiation The FDA. the with 2meeting Phase of end period, resTORbio announced a positive — continued (rCDI). A Phase 2 study of of 2study A Phase (rCDI). PureTech Health plc Health PureTech results from this study are anticipated anticipated are study this from results two US patents broadly covering covering broadly patents US two received which clinic, the towards targeting immunomodulation platform inflammation-Alivio its advanced in trials 2018.clinical human towards progress significant made all have Vor, Entrega Alivio, and Preclinical affiliates optimisation study. ongoing an of completion the following 2019 in study a pivotal begin to expects company The alopecia. androgenetic in study a pivotal of initiation the towards progress good made has Follica to fund commercialisation activities. and types device and conditions health additional across capability its expand to equity, into debt of conversion upon shares in million $6 of issuance the including Around, a $16 Series million 2019 post-period, Sonde completed April the In disease. Parkinson’s and failure, heart congestive asthma, ofdetection depression, suicidality, the for subjects 14,000 over from data Sonde generated and analysed voice collaborators and participants. study available tointerface academic administrator and app research mobile cross-platform scalable its made has on devices. commonly-owned Sonde voice individual’s an from obtained monitor for disease using information and screen effectively to potential the technology, which has demonstrated biomarker vocal its advanced has Sonde 2019. in allergy food VE416 in candidate product of study 1b/2 a Phase of initiation the anticipates candidates. Vedanta Biosciences pipeline of microbiome-derived product in December to advance clinical its announced a $27 million financing round post-period. Vedanta Biosciences also Nature journals scientific top the of one in published was VE800 identification anddevelopment of the supporting research Preclinical to isstudy expected begin mid 1b/2 a Phase and rights, commercial R&D global including and programme, VE800 its of control maintain will metastatic Vedanta cancers. Biosciences or advanced with patients in consortium, bacterial human a rationally-defined VE800, Biosciences’ Vedanta with Opdivo (nivolumab) in combination inhibitor checkpoint (PD-1) immune Myers Squibb’s programmed death-1 collaboration to evaluate Bristol- a clinical announced company the 2019. of half December, In second the in Annual report and accounts 2018 accounts and report Annual in the January January the in ‑ 201 9.
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Strategic report Strategic report 16 clinic, the towards (AML) leukaemia myeloid acute of treatment the for candidate Vor’s lead advance to used be will which from proceeds the round, Afinancing Series million a $42 post-period,February Vor announced targeted immunotherapies. In the enable to HSCs modified novel using and therapeutic methods related to compositions covers broadly it and fieldkind in the immuno-oncology its of first the is patent foundational This malignancies. of haematological fortechnology platform the treatment this covering broadly patent class a first-in- granted was company the November in and platform, therapy haematopoietic stem cell (HSC) Vor has also progressed engineered its targeting technology. utilising Alivio’s inflammation- number of additional compounds a limited on collaborate to option an has development milestones. Purdue also and research in million $260 over and sales product on royalties receive to license exercise payments and is eligible near-term and $14.75 upfront in million to up receive will Alivio agreement, the 2019 post-period. Under the terms of which was announced in the January LP, Pharma Purdue with a partnership ALV-107 is also being advanced under ALV-107. candidate, product for activities development and research preclinical supports which September, in grant Technology/Therapeutic Development (DoD) Defense of Department US million a $3.3 awarded was lesions Hunner’s with IC/BPS in work Alivio’s Additionally, Nature Communications journals, scientific leading the of one in published were which of results the including in models of osteoarthritis, models, preclinical in multiple validated been has technology platform the and (IBD), disease bowel inflammatory BPS), inflammatorypouchitis, and (IC/ syndrome pain cystitis/bladder includes candidates for interstitial pipeline Alivio’s interest. of molecules microfibre materialswith embedded of the inflammation-targetingaspects other and matter of compositions How PureTech Health is building value for investors
PureTech Health plc Health PureTech Annual report and Annual 2018 accounts report , in April. April. , in “ has rapidly progressed to select and and select to progressed rapidly has The programme cancer. colon of types cholangiocarcinoma, and certain inhibitors, such as pancreatic cancer, checkpoint approved to well respond not do that cancers treat to difficult target to potential the has LYT-200 a tumour-permissive microenvironment. to facilitating multiple partners, by immunosuppression bindingexerts which Galectin-9 against directed IgG4 a human is LYT-200 cancer. in mechanisms of immunosuppression are aimed at countering fundamental human monoclonal antibodies that fully first-in-class, two developing on approach focused an immuno-oncology is programme PureTech’s internal lead related disorders. CNS- and autoimmune, oncology, of immunomodulation for the treatment centredprogrammes on tissue-selective internal of pipeline its advancing progress made also PureTech has Health Internal R&D academic collaborators. with research preclinical ongoing of programme pending the outcome allocate resources further to this not will it but property, intellectual all retain to decided has Health Commense.to PureTech de-prioritise decision the PureTech made Health 2019 post-period, January the In ongoing. animals additional formulation work in large with animals, large of bloodstream the ofdelivery therapeutic peptides into proof-of-concept data demonstrating candidates. Entrega has also generated technology to Lilly certain therapeutic delivery peptide Entrega’s apply to worked they as year past the over collaboration with Eli Lilly progressed research Entrega’s orally. taken when are not otherwise efficientlyabsorbed that drugs other and vaccines, biologics, of delivery oral the for platform its Entrega has continued to progress haematologic malignancies. treat to pipeline its build further to and oncology, disorders.” autoimmune, CNS-related and immunomodulationselective for the treatment of pipelineits of internal programmes centred ontissue- PureTech Health has also made progress advancing — continued for Cancer Research (AACR) 2019 (AACR) Research Cancer for Association prestigious American the at data efficacy preclinical and LYT-210 and LYT-200 development detailing posters two presented Health PureTech 2019 post-period, April the In T cells. effector inhibitors re-activates checkpoint to respond not do that tumours solid aggressive multiple in targeting immunosuppressive that demonstrated PureTech has Health them uniquely in targetable cancer. make to properties functional as well as phenotype, a distinct have which against γδ immunosuppressive oncology candidate, LYT-210, is directed immuno- second The 2020. of half first the in application (IND) drug new investigational an of filing the enable to way, under analytics and toxicology with of studies action have been executed, efficacy/mode pharmacology Preclinical candidate. clinical lead the characterise release the drug at the site of interest. interest. of site the at drug the release to optimised a linker via interest of drug the to fat a dietary attaching reversibly by this achieves platform proprietary This system. lymphatic the into drugs ofthe orally-administered transport mechanisms to substantially enhance transport lipid natural body’s the uses that approach targeting a lymphatic developing also PureTech is Health royalties. and milestones sales to addition in $1 of over billion, payments milestone is also eligible to receive development PureTech Health milestones. preclinical early and support research payments, upfront including million, $36 to up agreement, PureTech Health receives the of terms the Under platform. LNA antisense oligonucleotide Roche’s of administration oral the for technology this advance to Roche with announced a multiyear collaboration Company July, the In molecules. small and peptides acids, nucleic as such of payloads complex administration oral the facilitate to designed is which milkits exosome-based technology, progressed also PureTech has Health Meeting. Annual γδ T cells, T cells How PureTech Health is building value for investors and is eligible to receive more than than more receive to eligible is and and preclinical milestones, support, research payments, upfront including million, $26 to up receive will Health terms of the agreement, PureTech lymphatic targeting platform. Under this using candidates product oncology BI’s immuno- advance to (BI) Ingelheim Boehringer with a collaboration period PureTech Health announced 2019 post- April the In species. higher into technology this of translation of supportive are animals large in studies pharmacokinetic studies. Successful in preclinical targeting lymphatic have promising demonstrated selective which chemistries, linker and drugs new encompass to approach this extended successfully PureTech has Health 2020 2019 in and value PureTech’s drive to expected are milestones upcoming Numerous • • • • • • • • • • •
Topline data results from Ph1b/2a in Parkinson’s disease Ph1b/2a Parkinson’s in from results data Topline RTIs in Ph3 from results data topline and of Initiation Initiation of pivotal for study for GS500 chronic constipation obesity and overweight with adolescents in loss weight for Gelesis100 for study FIM of Initiation NASH/NAFLD in Ph2 of Initiation Ph2 Gelesis200 from results data Topline immunomodulation therapeutics programmes ofSelection clinical candidates for lymphatic and tissue selective in collaboration with Boehringer Ingelheim Continued development of lymphatic targeting platform in collaboration with Roche Continued development of milk exosome technology LYT-210 for activities related and CMC IND-enabling for LYT-200 filing IND
Continued progress of Internal R&D and affiliates preclinical
“ Financings & strategic transactions likelyFinancings & strategic transactions In the April 2019In the April PureTech post-period Health targeting platform.” lymphatic this using candidates product BI’s (BI) advance to Ingelheim immuno-oncology announced a collaboration with Boehringer identified the physical connection identifiedthe physical connection Nature in Neurosciencefeatured was collaborator our from research decline. In September, additional disease and age-associated cognitive Alzheimer’s disease, Huntington’s ageing, including with associated diseases delay or prevent may brain modulation of in the lymphatic function Nature journal scientific prestigious the in story cover the as July in collaborator our by (CNS) system was lymphatics published around the central system nervous another internal programme centred Foundational science underlying sales. product on royalties to addition in milestones, sales and development in million $200 — continued . The research revealed that that revealed research . The • • • • • • • • • •
Initiation of clinical work in geriatric psychosis volunteers healthy in trial pain Ph1b of experimental Initiation Ph2 from results data Topline completion of ongoing optimisation study Initiation of pivotal in study androgenetic alopecia following Proof-of-concept in results additional indications ADHD paediatric in AKL-T01 of clearance FDA Potential immunotherapy candidate Initiation of and topline data from results Ph1b/2 for cancer allergy Ph1b/2 food in from results data topline and of Initiation rCDI in Ph2 from results data Topline trial subject Ph1 IBD healthy from results PK/PD that that PureTech Health plc Health PureTech
By Order of the Board the of Order By such as multiple sclerosis (MS). in many neuroinflammatoryconditions, symptoms improve to potential the has modulation of pattern this trafficking publication that also demonstrated central system (CNS). nervous The the of out traffic cells immune which through lymphatics, meningeal the and reservoirs fluid brain’s the between 16 April 2019 16 April Company Secretary Stephen Muniz Annual report and accounts 2018 accounts and report Annual
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Strategic report Strategic report 1 18 kg/m 25-40 of Index Mass a Body with adults in management weight for aid class a first-in- (Gelesis100), PLENITY™ Administration for product, first its Drug and Food US the from clearance received 2019, Gelesis April In diseases. chronic of course the alter potentially to pathway GI the in mechanically act to designed is approach proprietary Gelesis’ (GI)gastrointestinal pathway. the to related diseases chronic other and obesity treat to on a novel technology platform basedhydrogel therapeutics isGelesis developing first-in-class PureTech Health, by Founded barrier gut the repair and treat obesity, GI diseases to mechanotherapeutics Developing Gelesis How PureTech Health is building value for investors conjunction withconjunction diet and exercise pursuant to equity incentive plans. incentive equity to pursuant issued be to authorised shares unallocated excludes but shares, purchase to warrants and options as well as shares outstanding and This calculation includes issued basis. a diluted on 19.7 cent per approximately was Gelesis of PureTech’s percentage ownership 2018, 31 December of As 2020. in study a pivotal initiate constipation (CIC) and plans to idiopathic chronic in study a pilot completed also has Gelesis (IBD). disease bowel inflammatory and alcoholic steatohepatitis (NASH), non- (NAFLD), disease liver fatty non-alcoholic as such a role, play potentially permeability gut and where gut barrier dysfunction in other GI-related conditions studies preclinical with a pipeline through advanced being also are the Gelesis technology platform based on mechanotherapeutics hydrogel Novel prediabetes. and 2diabetes type with patients in control glycaemic and loss weight for optimised is which second candidate, Gelesis200, its for study a proof-of-concept Additionally, Gelesis is conducting GI-Related Diseases Mechanotherapeutics for Mechanotherapeutics Mechanism
Important Safety Information: PLENITY is contraindicated in patients who are pregnant or are allergic to cellulose, citric acid, sodium stearyl fumarate, fumarate, stearyl sodium acid, citric cellulose, to allergic are or pregnant are who patients in contraindicated is PLENITY Information: Safety Important group experiencing a GI-related TRAE. The overall incidence of AEs in the PLENITY group was no different than the placebo group. Rx Only. For the the For Only. Rx group. placebo the than different no was group PLENITY the in AEs of incidence overall The TRAE. a GI-related experiencing group Avoid carefully. Use for Instructions the of 8.3 6and Sections Read medications. of absorption the alter may PLENITY oxide. titanium or gelatin, safe and proper use of PLENITY, refer to the Instructions for Use. for Instructions the to refer PLENITY, of use proper and safe related adverse events (TRAEs) were GI-related TRAEs with 38 per cent of adults in the PLENITY group and 28 per cent of adults in the placebo placebo the in adults of cent 28 per and group PLENITY the in adults of cent per 38 with TRAEs GI-related were (TRAEs) events adverse related in patients with: active GI conditions such as gastro-esophageal reflux disease (GERD), ulcers, or heartburn. Overall, the most common treatment treatment common most the Overall, heartburn. or ulcers, (GERD), disease reflux caution with gastro-esophageal Use as such motility. and conditions GI transit GI active with: affect could patients that in surgery (GI) as (such gastrointestinal prior from strictures complications or suspected disease); rings; and Crohn’s with diverticuli, patients webs, including anomalies, anatomic esophageal conditions: following the with patients in use PureTech Health plc Health PureTech 2 , when used in in used , when Annual report and Annual 2018 accounts report
1 . potential market need and Patient milestones Expected validation External achieved Milestones Team property Intellectual the problem for solving approach Innovative Obesity, NAFLD, NASH, IBD, CIC IBD, NASH, Indication(s) • • • • • • • • • • • • • • • • • • • • • • • • • — continued
in people with prediabetes or type 2 diabetes in 2020. in 2 diabetes type or prediabetes control with glycaemic people in and loss weight for study LIGHT-UP Gelesis200 the from anticipated are Results 2019. in NASH/NAFLD for studies proof-of-concept initiate to expects Gelesis 2020. in constipation chronic for GS500 of study a pivotal initiate to plans Gelesis 2020. in obesity or with overweight adolescents in loss weight for Gelesis100 of study man in a first initiate to plans Gelesis Union. European the in PLENITY for approval mark CE potential anticipates Gelesis 2020. in US the in prescription by available broadly be will PLENITY anticipates 2019 and of half second the in PLENITY of launch US a targeted initiate to plans Gelesis Society. Obesity The and and Surgery Metabolic Bariatric for Society American the of congress combined annual the 2018, at session ObesityWeek oral an and award, recognition a special receiving one posters, three as presented journal Obesity the in published were study clinical GLOW Gelesis’ from data loss weight pivotal The events. adverse over risks serious no and safety placebo increased no demonstrating prototypes, their and Gelesis200 or either Gelesis100 with treated people 550 than more with trials clinical seven completed has To Gelesis date, 2018. March in round financing million a $30 completed Gelesis liver. the on diet a high-fat of effects harmful prevents Congress) Liver thatsuggesting the Company’s hydrogel proprietary formulation, Gel-B prototype), (GS300 International (The meeting EASL 2019 annual the at poster one presented Gelesis with mice in injury. wall function gut severe barrier gut restore can platform hydrogel proprietary Gelesis’ from candidate derived product a different suggesting data preclinical highlighted a third and Gelesis100, study of GLOW pivotal the from data clinical expanded shared presentations Two the of medicine. and science endocrine in event 2019, premier ENDO the at posters three presented Gelesis a pivotal of study Gelesis100. study, placebo-controlled multi-centre, double-blind, clinical (GLOW) Weight of Loss Gelesis its from data expanded announced Gelesis Union. European the in Gelesis100 for application Mark a CE submitted has Gelesis kg/m 25-40 of (BMI) Index with Mass a Body adults in management weight for aid an as PLENITY™ for clearance FDA received has Gelesis USA). Ingelheim Boehringer of (Chairman MBA Fonteyne, Paul and Takeda)), by Pharmaceuticals (acquired Millennium Amgen), by (acquired (Abgenix Kucherlapati Dr Raju Capital), Boms Mr Elon (Launch Pfizer), (previously LaMattina Dr John University), (TOS)), (Laval Tremblay Society Dr Angelo Obesity the of President Past Colorado, of (University Hill Dr James Hospital), Luke’s-Roosevelt (St Geliebter Dr Allan Clinic), (Scripps Fujioka Dr Ken Copenhagen), of Astrup Dr Arne (University Hospital), General (Massachusetts MKaplan Dr Lee College), Medical (Weill- Cornell JAronne Dr Louis Center), Medical (Boston Apovian Dr Caroline include advisors Key Dr Alessandro and Amylin), Sannino (inventor of Gelesis’ technology platform). (previously Chiquette Dr Elaine Sanofi), (previously Heshmati (previously Walgreens), Dr Hassan Leider Dr Harry Ingelheim), Boehringer (previously Pass, Dr David includes The team PureTech Health). (previously Zohar Mr Yishai by led is and developed was Gelesis develop to science and commercialise candidates. product its materials and research obesity in expertise extensive has team Gelesis The obesity. treating and loss weight predicting as well as control, glycaemic and management weight in use for hydrogels making of polymer methods and use, of methods matter, of composition pharmaceutical cover filings The Korea. South and Russia, Japan, EU, Canada, the including jurisdictions, foreign numerous and US the in issued are which of several 172 applications patents, of (11) including eleven families in worldwide, coverage property intellectual broad has platform Gelesis’ product the absorbed, candidates are treated as devices for regulatory approval purposes. systemically not is and mechanically acts technology Gelesis’ Because fullness. and satiety promote to intestine small and stomach the in volume occupies and acid (citric cellulose) that form a novel, ingredients food composition and patent-protected three-dimensio
and the paper was selected as an Editor’s Choice manuscript. The data were also also were data The manuscript. Choice Editor’s an as selected was paper the and Preclinical Phase 1 Phase 2 , when used in conjunction with diet and exercise. and diet with conjunction in used , when Phase 2 Phase Phase 3 Phase FDA filing Clearance Clearance/ Approval FDA 1
* How PureTech Health is building value for investors PLENITY is a first-ever prescription weight management option for a large and underserved group underserved and a large for option management weight prescription a first-ever is PLENITY Gelesis hydrogels in the tract gastrointestinal GELESIS200* GS400* GELESIS100* GS300* GS500* PLENITY™ PLENITY™ (GELESIS100) Product The Gelesis platform is targeting multiple significant GI-related diseases
Gelesis hydrogel hydrogel Gelesis o Products are investigational and have not been cleared by the FDA for use in the United States. States. United the in use for FDA the by cleared been not have and investigational are Products with water prior PLENITY™ (Gelesis100) indicated to aid in weight management in overweight and obese adults with with adults obese and overweight in management weight in aid to indicated (Gelesis100) PLENITY™ administered to a meal to capsules capsules 25-27 a Body Mass Index (BMI) of 25-40 kg/m 25-40 of (BMI) Index Mass a Body 33m BMI BMI >75% of Overweight/Obese >75% Overweight/Obese of and Patients Obese Control in Patients with Type 2 Type 2 with Patients in Control Overweight and Obese Patients Obese and Overweight Chronic Constipation (CIC) Weight Loss and Glycaemic Glycaemic and Loss Weight Weight in Loss Adolescent Weight Loss in Overweight Overweight in Loss Weight NAFLD/NASH Mucositis/IDD Diabetes and Pre-diabetes Research Focus Patient/Physician Willingness to Accept Safety Risk Safety Accept to Willingness Patient/Physician Particles released Particles 27-30 absorbing water absorbing 47m BMI BMI US Population BMI 25-40+ kg/m 25-40+ BMI Population US in stomach by by stomach in and expand 30-35 50m BMI BMI stomach contents stomach increased volume volume increased homogeneously homogeneously and elasticity of elasticity and fullness due to to due fullness — continued Completed Preclinical Particles mix mix Particles Ongoing Ongoing 2 enhancing enhancing , when used in conjunction with diet and exercise. and diet with conjunction in used , when with food 35-40 23m BMI BMI 2 Study Completed Pilot Clinical LIGHT-UP Completed Ongoing Clinical digestion process process digestion FLOW Particles maintain maintain Particles their 3D structure with the digested digested the with and are cleared throughout the small intestine 19m BMI BMI >40 food to the the to food
ig PureTech Health plc Health PureTech Completed GLOW* GLOW* Pivotal restore & protect &protect restore Current Rx options have challenges challenges have options Rx Current epithelial barrier barrier epithelial the mucosa and and mucosa the in intestines the BMI patients (60 per cent of use in in use of cent per (60 patients BMI largely limited to highest risk high high risk highest to limited largely
related to safety, tolerability and and tolerability safety, to related Particles areParticles designed to 25 per cent of the population) of the 25 per cent So prescription are therapies The weight loss they offer is is offer they loss weight The not generally satisfying for for satisfying generally not Annual report and accounts 2018 accounts and report Annual higher BMI patients BMI higher FDA Clearance label limitations Cleared by FDA
Particles degrade intestine, water water intestine, is released and and released is remnants are are remnants by body, and and body, by clearance 2020 Study 2020 Start 2019 Initiation of FIM Initiation 2020 Pivotal Study Study Pivotal Study POC EU regulatory Data Readout US launch and Next Milestone reabsorbed in the large large the in eliminated eliminated from body
19
Strategic report Strategic report Targeting and specific activating 1 20 plans. incentive equity to pursuant issued be to authorised shares unallocated excludes but shares, purchase to warrants and options as well as shares outstanding calculation includes and issued This basis. a diluted on cent 35.1 per approximately was Akili of PureTech’s percentage ownership 2018, 31 December of As based care applications. monitors and measurement- and integrated clinical also developing complementary Akili is diseases. inflammatory other various and (MS), sclerosis disorders (ASD), multiple disorder (MDD), autism spectrum (ADHD), major depressive disorderdeficit hyperactivity psychiatry, including attention- conditions across neurology and symptoms associated with medical cognitiveand deficiency improve treat potentially to programmes of pipeline a broad advancing is Akili Alliance. Therapeutic Digital the of member is a founding and field therapeutics digital the in a leader video game experience. Akili is action a high-quality via but pill a traditional through not delivered with direct therapeutic activity, the development of treatments pioneering is Akili medicine. reinvent to industry tech the of ingenuity the with rigour clinical and scientific combining is Akili ofpart cognition its initiative, as PureTech Health by Founded cognitive dysfunction of assessment and for the treatment Digital medicine platform Akili How PureTech Health is building value for investors neural systems in the brain to to brain the in systems neural treat cognitive dysfunction Mechanism
See page 21 for a description of the current phase for each indication. each for phase current the of a description 21 for page See PureTech Health plc Health PureTech Annual report and Annual 2018 accounts report potential market need and Patient milestones Expected validation External achieved Milestones Team property Intellectual the problem for solving approach Innovative ADHD, ASD, MS, MDD, MDD, MS, ASD, ADHD, Cognitive Dysfunction Neurodegeneration, Indication(s) • • • • • • • • • • • • • • • • • • • • •
Akili expects to advance AKL-T03 into larger studies in 2020 targeting cognitive dysfunction in in dysfunction anddepression separately MS. cognitive targeting 2020 in studies larger into AKL-T03 advance to expects Akili including disease. populations, Parkinson’s patient and of MS, MDD, ASD, a variety across trials clinical multiple conducting currently is Akili 2019. clearance in with ADHD, potentially paediatric in candidate product lead its for FDA from clearance seeking is Akili neuroscience, in development. and drug devices, medical expertise with investors venture of group a strong to and addition in M Ventures Ventures, Amgen affiliates: investment companies’ biopharma major two with relationships has Akili access and distribution commercial platform. the over control full retain will Akili and a molecule as like time, treatment first the for valued, a standalone being is therapeutic a digital Shionogi with partnership Akili’s With Asia. in markets key to medicines digital paediatric novel its to bring $125 to up million, at valued Shionogi, with partnership a strategic into entered 2019, Akili March In others. and Strategies Fund, Brooklands Capital Healthcare Advanced Canepa Ventures, JAZZ MVentures, Amgen, from Temasek, Baillie Gifford, participation with round, financing million a $68 completed Akili 2018, August In underway. analysis with full completed in targeting studies and depression separately cognitive MS dysfunction for AKL-T03,successfully has and review for FDA US the AKL-T01, with candidate, product lead its filed Akili of Pennsylvania University School of Medicine and Duke University, University. Medical Upstate SUNY Geneva, of fields, UCSF, University their in from including world-leaders are who members board advisory its with work to continues Akili Washington). of University and Merck previously Health (PureTech Board, Shapiro Dr Bennett eMindScience), and University Carolina (East Ninan University), (Duke Dr Philip Kollins Dr Scott (UCSF), Gazzaley Dr Adam (Biogen), Bozic Dr Carmen includes and and medical healthcare distinguished professionals of who have made significantcontributions to advancingtheir fields comprised respective Committee Advisory a Clinical established Akili 2018, In Shire). and Jina Sanofi Dr Anil Pfizer, and IT), (previously Healthcare GE and Allscripts IDEXX, (previously Studer Jacqueline (previously Vertex), Shanbhag Santosh include to expanded been recently has team management Chairman. The Akili Executive is Cubist) of CEO (previously Perez Rob UltraCision). and Medical, PureTech Health, Sontra (previously Kellogg Mr Scott and Cephalon), and Pharma, Ocata Antares (previously Jooste Therapeutics, Mr LeRoux DreamWorks), And LucasArts (previously Omernick Mr Matthew members, team and PureTech Health) (previously Martucci Dr Eddie by run is and developed was Akili video disorders, related in trials game clinical design, data science, and consumer entertainment. neuroscience, in expertise has team cross-disciplinary Akili’s various their for mechanics. patents delivery game video design and advisors, neuroscience with collaboration in Akili at invented The company has also filed actively utility patents on other neural-targeting algorithm platforms improve to potential incognitive function patients with a wide holds range of and medical conditions. experience game video is motion-capture trials, a novel clinical through multiple in delivered studied being currently is which technology, The activity. physical with Regents the from of the of University California integrating technology neural that systems target combined cognitive function digital new licensed exclusively an announced Akili 2018, algorithms. September In targeting neural various to apply to Akili by invented structures reward and adaptive novel algorithms covers also estate IP The diseases. inflammatory various and MS, ASD, disease, improve and symptoms associated with neurological disorders and psychiatric conditions, including ADHD, cognitive Parkinson’s treat to algorithms adaptive with through mechanism processing a proprietary interference targets that intervention digital covers portfolio IP Akili’s (27) filings. patent of twenty-seven in families applications patent (99) ninety-nine and rights patents exclusive issued (3) having or three of owning a total to currently worldwide, coverage property intellectual broad has Akili access. and t — continued 1 Preclinical Phase 1 Phase Phase 2 Phase Phase 3 Phase FDA filing Clearance/ Approval Research focus Research focus How PureTech Health is building value for investors Akili pipeline • • • FDA: the by cleared If disease of treatment the for products FDA-cleared first-in-class for Potential Treatments (TTS) Systems Treatment Total 3 2 1 Integrated suite of medical device products for patients, caregivers, and doctors doctors and caregivers, patients, for products device medical of suite Integrated
solutions apps solutions today’s drug medicine to similar model Payment/economic with other treatments association in or standalone as Prescribed Class II medical devices Behavioural Health care NCT03844269. On-going NCT03844269. NCT03649074. On-going yet published data No NCT02828644. al., JAACAP et Kollins Anguera et. al. al. et. Anguera al. et Yerys al., et Davis affective Immune Mood & & Mood Other
Journal of Autism and Developmental Disorders. 2018 Dec. PLoSONE Depression and Anxiety
AKL-T03 AKL-X03 AKL-M01 AKL-S01 AKL-X01 AKL-T04 AKL-T02 AKL-T03 AKL-T01 Programme Programme . 2018 Oct. V57(10) S172. 2018 Oct. . 2018, 13(1):e0189749 2018, .
. Jan. 2017. Jan. Traumatic Brain Injury AD Screen AD App Caregiver ADHD Cog Monitor Physician Portal Physician Paediatric Autism Parkinson’s/MCI Paediatric ADHD Major Depressive Depressive Major Major Depressive Depressive Major Multiple Sclerosis Disorder Disorder Indication
3 — continued
1 2 Feasibility In Development Phase 2 P.O.C. 2 Phase PureTech Health plc Health PureTech Phase 3 Pivotal Clinical TrialsClinical and symptom management and symptom Integrated applications for behaviour Solutions (‘HCS’)Healthcare • •
non AND treatments Akili on Rich for data repository patients independent from Akili treatments or with association in used be Can ‑ Akili treatments Annual report and accounts 2018 accounts and report Annual FDA Filing Released Regulatory clearance
21
Strategic report Strategic report Targeting for CNS Disorders CNS for Targeting 22 plans. incentive equity to pursuant issued be to authorised excludes unallocated shares but shares, purchase to options as well as shares outstanding calculation includes and issued This basis. a diluted on cent per 35.9 approximately was percentage ownership of Karuna 2019, PureTech’s 1April of As approach. KarXT the by enabled muscarinicselective targeting covering broadly more portfolio a patent has and xanomeline for license exclusive a worldwide has Karuna psychosis. acute experiencing schizophrenia with people in 2study a Phase in evaluated being is KarXT tolerability. improve significantly receptors in peripheral tissues to stimulatingwithout muscarinic brain the in receptors muscarinic M1/M4 stimulate selectively to designed is KarXT barrier. brain measurably cross the blood- to not shown been has that antagonist receptor muscarinic well-established and approved FDA- an chloride, trospium and disease, Alzheimer’s and schizophrenia in trials human in placebo-controlled efficacy has that demonstrated agonist receptor acetylcholine muscarinic a novel xanomeline, of consists It investigational candidate. product lead Karuna’s is Trospium) KarXT (Karuna-Xanomeline- pain. as well as psychosis, and Alzheimer’s disease disorders, including schizophrenia central system nervous (CNS) across impairment cognitive and psychosis of treatment cholinergic receptors for the Karuna is targeting muscarinic PureTech Health, by Founded issues tolerability while overcoming GI receptors in the brain Targeting muscarinic Karuna How PureTech Health is building value for investors Selective Muscarinic Receptor Mechanism
PureTech Health plc Health PureTech Annual report and Annual 2018 accounts report potential market need and Patient milestones Expected validation External achieved Milestones Team property Intellectual the problem for solving approach Innovative Schizophrenia, Alzheimer’s Disease Psychosis, Pain Pain Psychosis, Disease Indication(s) • • • • • • • • • • • • • • • • • • • • • •
— continued on induced pain in healthy volunteers in 2019. in volunteers KarXT healthy of in pain effect on induced the evaluating study medicine experimental an initiate to expects Karuna the by 2019. schizophrenia end of in study 2clinical Phase its from results topline out read to expects Karuna in schizophrenia. with 2study patients the Phase through KarXT of development clinical advance further to used being is The funding million. $8 to up for Award Fund Translational Trust Wellcome a second received Karuna Development Lilly. and Eli from Research of President Vice Executive former and Officer Medical the Chief former include management and advisors company and Lilly, Eli from xanomeline licensed Karuna equity. into debt of conversion upon shares in million of $22 issuance the including round, Afinancing Series million a $42 completed Karuna 2018, August In equity. into debt of conversion upon shares in of $7 million issuance the including round, Bfinancing Series million $82 an completed 2019, Karuna April In schizophrenia. and trials human disease Alzheimer’s both in placebo-controlled in cognition on effects beneficial shown and efficacy psychosis in reducing demonstrated has and patients 800 over enrolling studies in dosed been has Xanomeline to adherence poor by medication regimens. limited further is antipsychotics current of benefit clinical The cardiovascular and disease. hypertension hyperlipidaemia, diabetes, of complications sometimes the in gain, weight resulting significant and speech, slurred and tremors side rigidity, motor as such extrapyramidal sedation, effects including effects, side severe with associated are treatments Current dosage separate forms used the previously. than higher or to equivalent levels exposure achieved also alone. The co-formulation xanomeline of studies previous in efficacious be to shown those exceeding levels dose at 1 Phase dose Karuna’s from results by supported 2is Phase into forward carried be to dose The selection schizophrenia. in 2study a Phase initiation the announced Karuna 2018, October In Vice at GlaxoSmithKline). Senior President (previously Pande Dr Atul and Lilly), Eli at Officer Medical Chief of School previously and Medicine University (Indiana Breier Dr Alan Pfizer), at President Vice Senior Dr Edmund (previously Harrigan Therapeutics), Sage at Officer Executive (Chief Jonas Dr Jeff include advisors Key Officer. Operating Chief and Founder is PureTech Health) (previously Miller Karuna. of Dr Andrew Board the of Chairman and Officer Executive Chief appointed was of Voyager) and Sage Co-founder and Laboratories Research Lilly of President (former Paul Dr Steven 2018, August In experts development drug and research neuroscience pre-eminent the of some including team, a seasoned assembled has Karuna activation. receptor muscarinic by ameliorated disorders of treatment the for use of (6) six to rights exclusive patent applications which cover pharmaceutical compositions of clinical its including candidate and methods worldwide, coverage property intellectual broad has Karuna reported. were events adverse severe or serious no and than placebo plus tolerated better xanomeline significantly was KarXT study, proof-of-concept In 1tolerability Phase demonstrated. Karuna’s previously profile efficacy excellent the maintaining seen while issues xanomeline with tolerability the alleviate potentially could KarXT believes Karuna bladder, of overactive treatment the for Europe and US the in approved been has and barrier blood-brain measurably the not cross does that antagonist a muscarinic chloride, trospium with xanomeline pairing By effects side serious associated with the the current antipsychotics). observe not did (but receptors muscarinic the peripheral with of associated activation issues tolerability given xanomeline of development discontinued Lilly Eli disease. Alzheimer’s or schizophrenia either in efficacy cognition. on effects Tobeneficial PureTech’sand psychosis knowledge,of xanomeline is the only muscarinic agonist that has human treatment demonstrated the in efficacy Alzheimer’s and demonstrating disease, schizophrenia in trials placebo-controlled double-blind, Eli (by studied randomised, in &Co) Lilly previously was licensed, exclusively Karuna that agonist a muscarinic Xanomeline, including acute, inflammatoryand neuropathic pain, indications, and pain the addressing of need for non-opioi ‑ ranging study that enrolled 69 healthy volunteers and successfully demonstrated tolerability tolerability demonstrated successfully and volunteers healthy 69 enrolled that study ranging Preclinical Phase 1 Phase Phase 2 Phase Phase 3 Phase FDA filing Clearance/ Approval Strong IP portfolio covering composition and methods of use of muscarinic combinations muscarinic of use of methods and composition covering portfolio IP Strong KarXT Programme How PureTech Health is building value for investors Karuna Pipeline KarXT: Ideal muscarinic combination KarXT: Selectively targeting muscarinic receptors in the brain •
Exclusively licensed from Eli Lilly Eli from licensed Exclusively • • schizophrenia and Alzheimer’s
Studied in >800 subjects and and subjects >800 in Studied Human PoC in double-blind, double-blind, PoC in Human Muscarinic Muscarinic antagonist placebo-controlled trials in agonist Schizophrenia Geriatric Psychosis Pain Indication 150 for 6+ months 6+ 150 for
Xanomeline (xanomeline + trospium) agonist + antagonist Periphery: (xanomeline) Brain: only agonist
Preclinical — continued Trospium Chloride Xanomeline Phase 1b experimental pain trial in healthy volunteers expected in 2019 Phase 1 Phase PureTech Health plc Health PureTech • • • Trospium Chloride
enter the brain the enter Does not measurably xanomelinewith overlap metabolic No 1960s the used since bladder of overactive treatment for drug marketed Generic, Phase 2 Phase Annual report and accounts 2018 accounts and report Annual Phase 3 Phase
23
Strategic report Strategic report 24 Nature including journals, peer-reviewed leading advances have been published in These others. among cells, Th17 and Tcells, CD8+ T cells, including of induction regulatory – responses immune of a range commensal bacteria that induce led to the identification of human has co-founders, scientific its with pioneering in work, collaboration powder form. Vedanta Biosciences’ defined in bacterialconsortia ofmanufacturing rationally- for cGMP-compliant facilities and from human interventional studies, strains, vast proprietary datasets to pharmacologically select potent assays proprietary of a suite strains, microbiome-associated bacterial the largest of collection human with position IP a leading be to believed is what include These drugs. bacteria live manufacture and develop, discover, to expertise deep and capabilities with field microbiome the in a leader is Biosciences Vedanta microbiome-derived bacteria. defined ofconsortia human a rationally- on based diseases therapies for immune-mediated of category a new developing is PureTech’s Vedanta Biosciences initiative, microbiome its of part as PureTech Health by Founded gut microbiome the via system immune Modulating the Vedanta Biosciences How PureTech Health is building value for investors equity incentive plans. incentive equity to pursuant issued be to unallocated shares authorised excludes but shares, purchase to options as well as shares includes and issued outstanding calculation This basis. a diluted on cent per 63.0 approximately was Biosciences Vedanta of PureTech’s percentage ownership 2018, 31 December of As inconsistent composition. of material donor faecal of need to rely on direct sourcing the bypasses This microbiota. gut a patient’s in changes therapeutic designed to effect durable strains bacterial of consortia, or produced defined collections, to banks cell clonal pure, uses modulation, Vedanta Biosciences microbiome to approaches strain single or transplants faecal Unlike allergy, and immuno-oncology. disease, autoimmune disease, infectious in programmes of pipeline a clinical generate to capabilities its and insights biological these has harnessed Immunology Infectious Disease Infectious Disease Modulators for Immune and ImmuneMicrobiome-Derived Mechanism
PureTech Health plc Health PureTech (multiple), Cell (multiple), Science . Vedanta Biosciences (multiple), (multiple), Nature Nature , and Annual report and Annual 2018 accounts report the problem for solving approach Innovative property Intellectual Team potential market need and Patient Infections, Autoimmune Immuno Disorders, Food Allergy, Allergy, Disorders, Food Indication(s) ‑ Onco logy — continued • • • • • • • • • • • • •
resistance toresistance infection. related processes influences important tothe properfunctioning ofthe immunesystemand including C. biotherapeutic live candidate,product is VE303, designed to restore colonisation against resistance gut pathogens, orally-administered lead, Biosciences’ Vedanta issues. fraught safety is and potential scale and with standardise to difficult exceedingly is which an is procedure transplantation, experimental faecal intervention, A related re-infection. to vulnerable and patients leaving microbiome gut the damaging of effect side undesirable the have which or metronidazole, vancomycin as such antibiotics include interventions Existing alone. US the in year each difficile C. threats. bacterial urgent most the of immune responses. rolean play important in human and health, including regulating inflammatoryand responses other intestine human the of colonisers abundant most the clusters among are which XIVa, Clostridium to and IV belonging bacteria microbiome containing products of uses therapeutic Vedanta Biosciences’ IP includes foundational portfolio patents covering compositions and field. microbiome the in a leader as company the positions estate IP Biosciences’ Vedanta 2018. in issued that patents (7) seven including filings, patent of in (16) families patents sixteen issued and applications patent (108) eight and hundred one to or rights owning exclusive currently having worldwide, coverage property intellectual broad has Biosciences Vedanta safely and effectively. diseases infectious and immune treat to gut the in microbiome the of balance of aim the the with restoring system, immune the on effects specific have to designed form, in dosage powder a capsule a lyophilised in administered are candidates product novel Biosciences’ Vedanta Science as such in journals leading published and papers scientific seminal in reported been have Biosciences, Vedanta for regulatory TTh17, cell biology. These discoveries, which haveimmunity, and formed the leadinginnate of scientific foundation fields the pioneered have collaborators Biosciences’ Vedanta whichresponses, hold potential in cancer and vaccination. hold potential in the treatment of autoimmune and allergic diseases, to immunopotentiating also can stimulate therapeutics a range of immune These ranging responses from immunoregulatory which responses, pathogens. infectious intestinal of a range against resistance the can composition shift robustly ofconsortia the gut microbiota and provide colonisation targeted trigger can immune Unlike responses. that approaches such as reductionistic single strain probiotics, defined bacteria isolated clonally from produced which compositions drug defined therapeutics, are consortia bacterial on based is approach Biosciences’ Vedanta variable procedures, inherently untargeted, are and donors of use require which transplants, faecal Unlike difficile C. considers (CDC) Prevention and Control Disease for Center IBD. The treat potentially thereby and Tcells regulatory of activity the modulate to designed VE202, candidate, a product advancing is Inc., Biotech Janssen collaborator, Biosciences’ Vedanta suppression. immune systemic and toxicities by limited are interventions US. existing the in the of Many people million 20 over affect diseases autoimmune other and worldwide, and million US the four in people million one over affect to estimated is (IBD) disease bowel Inflammatory allergy. peanut including allergens food to tolerance permanent induce to safely developed being VE416, is candidate, product Biosciences’ Vedanta life. for and risky, treatment are require efficacy, limited have development in regimens Desensitisation avoidance. allergen and have children an of annual economic cent cost near $25 per billion. eight Current treatment options primarily centre around affect –they concern health public US a growing are allergies Food their efficacy. with approved inhibitors checkpoint and potentially other immunotherapies to safely improve Vedanta Biosciences’ candidate, is product designed to immuno-oncology VE800, in act combination cancers. renal and skin, bladder, lung, include utilised are inhibitors where checkpoint types tumour Common patients. of cent per 20-30 in effective only are PDL-1, CTLA-4) Despite profound improvements in survival some inhibitors patients, checkpoint (PD-1/ Dr Alexander Rudensky (Sloan Kettering and HHMI), and Dr Jeremiah Faith (Mount Sinai School of School Medicine). Sinai (Mount Faith Dr Jeremiah and HHMI), and Kettering (Sloan Rudensky Dr Alexander Pfizer), of Board the of member Institute; Medical Hughes Howard Medicine, of School (NYU Littman Dr Dan RIKEN), and University Keio candidate; product IBD Biosciences’ Vedanta of (inventor Honda Dr Kenya HHMI), and Columbia British of (University Finlay Brett Dr B Institute (HHMI)), Medical Hughes Howard and (Yale Medzhitov Dr Ruslan including leading immunologists, world’s the of some include members board advisory and co-founders Scientific manufacturing. of head and Officer Technical Chief as serves Corp) (previously Couto ContraFect Mr Dan and Officer, Scientific Chief as serves Sanofi-Genzyme) (previously Roberts Dr Bruce Officer, Executive Chief as serves PureTech Health) (previously Olle Dr Bernat early as as 2010. dates filing priority with 2031, least at through coverage provide patents and These Europe, Japan). (US, markets pharmaceutical major the in patents issued includes estate IP The difficile Preclinical , following recurrence. , following , Nature Phase 1 Phase and Cell and infections account infections for nearly 15,000 deaths Phase 2 Phase , that demonstrating the gut microbiome Phase 3 Phase FDA filing infections one infections Clearance/ Approval * milestones Expected How PureTech Health is building value for investors The Human Microbiome Plays Key Roles in Preventing Infection and Driving Immune Responses Vedanta Pipeline validation External achieved Milestones
Programme VE303* VE800* VE800* VE416 VE202 Vedanta retains 100 per cent of global R&D and commercial rights to VE800 and VE303 and VE800 to rights commercial and R&D global of cent per 100 retains Vedanta • • • • • • • • • • • • • •
Clinical efficacy results for VE303, VE800, and VE416 are anticipated in 2020. 2020. in VE416anticipated are and VE800, VE303, for results efficacy Clinical or 2019. in metastatic with anticipated is patients in Opdivo cancers advanced Bristol-Myer-Squibb’s with combination in VE800 of study clinical 1b/2 a Phase of Initiation 2019. in expected is allergy VE416 peanut of for study clinical 1b/2 a Phase of Initiation VE202. of study subject 1healthy Phase the 2019 from of half second the in anticipated are results PK/PD microbiome- commercialise and develop to University Keio derived cancer immunotherapies from based on live biotherapeutics. property intellectual key licensed exclusively has Biosciences Vedanta programme for the treatment and potential interception of IBD. Vedanta Biosciences received funding from the Crohn’s & Colitis Foundation to new advance its therapeutic microbiome-derived milestone to royalties. entitled is plus and million, payments $339 to in up million $24 payments received has Biosciences Vedanta Biotech, Janssen with collaboration the of part As rights. commercial and R&D will global including Biosciences Vedanta programme, agreement, VE800 the of its of terms the control Under maintain Biosciences. Vedanta in investor equity a strategic is Squibb Bristol-Myers Bristol-Myers with combination in VE800 evaluate to Squibb Squibb’s programmed death-1 (PD-1) Bristol-Myers immune inhibitor checkpoint Opdivo (nivolumab) with in patients with or advanced cancers. metastatic collaboration a clinical announced Biosciences Vedanta the Phase 1a/1b showed that VE303 treatment resulted in rapid, durable, dose-dependent colonisation and accelerated gut microbiota microbiota gut accelerated and colonisation restoration antibiotics. after dose-dependent durable, rapid, in resulted Specifically, treatment VE303. for VE303 that mechanism of 1a/1b showed proof Phase and the tolerability, safety, demonstrated which volunteers, healthy in study Phase 1a/1b the Additional data on Vedanta Biosciences’ microbiome technologies has been featured in high impact academic journals such as Nature as such journals academic impact high in Science featured been has technologies microbiome Biosciences’ Vedanta on data Additional immunity. anti-tumour generate to ability body’s the to key is that cell immune important Nature journals, scientific top the of one in published In January 2019, research that PureTech important Health. underlies Vedanta’s and candidate, was product oral immuno-oncology VE800, proprietary Partners, Seventure Management, Asset Invesco Capital, Springs Rock Squibb, Gates Melinda & Bill the from Bristol-Myers Foundation, participation with round financing million a $27 completed Biosciences Vedanta 2018, December In ongoing its of part as payments collaboration. milestone in Janssen from $12 million receive will conjunction Biosciences In LLC. Vedanta study, this of Development, & Research initiation the with Janssen by conducted being is study LBP The (IBD). disease bowel orally-administered its inflammatory VE202, of for candidate volunteers healthy in study 1clinical a Phase of initiation the announced Biosciences Vedanta activation via elicited was response Tcell (cytotoxic) CD8+ of dendritic cells. producing describe interferon-gamma results the robust the as Additionally, VE800 for inhibitors. action of a mechanism checkpoint of effects the anti- enhanced an also and elicited VE800 a monotherapy as that showed response Meeting immune Annual tumour 33rd (SITC) Cancer’s of Immunotherapy for Society the at announced data Preclinical for candidate (LBP) product biotherapeutic live recurrent orally-administered, lead, its for 2study Phase the initiated Biosciences Vedanta 100x 1-10x 10-100 trillion genes in microbiome microbiome in genes , and Cell , and there are human cells as many bacteria as as bacteria many as Clostridium difficile outnumber human outnumber Indication #2 Cancer Immunotherapy Indication #1 Cancer Immunotherapy Bowel Disease Inflammatory C. Indication Food Allergy Food difficile genes 100 to 1 to 100 genes . bacteria infection (rCDI), VE303, in December 2018. Dose selection for this study was based on the results from from results the on based was study this for selection Dose 2018. December in VE303, (rCDI), infection — continued Preclinical . The research revealed a new mechanism by which human microbiota induce an an induce microbiota human which by mechanism a new revealed research . The Manufacturing PureTech Health plc Health PureTech can arise or worsen when microbiome microbiome when worsen or arise can Educate Immune System Infections Prevent Regulate Metabolism balance is altered Immune and infectious diseases infectious and Immune Phase 1 Phase Annual report and accounts 2018 accounts and report Annual Phase 2 Phase Clinical Readout Clinical (n =156) (n efficacy 1/2 preliminary Ph Mid-2020 =40) (n efficacy 1/2 RCT Ph H1 2020 in healthy volunteers in healthy PK/PD 1safety, Ph 2019 H2 =146) (n efficacy 2RCT Ph Early 2020
, 25
Strategic report Strategic report 26 resTORbio. of shares outstanding the of 27.8 cent per approximately to equal is which resTORbio, of shares 9,800,396 owns Health 2019, PureTech March 22 of As several ageing-related diseases. in benefits potential suggesting cardiac and neurologic functions, immune, improve to and species in ageinghealthspan preclinical and lifespan extend to observed been has TORC1 of Inhibition TORC1. of downstream targets ofphosphorylation multiple the TORC1.of inhibits RTB101 selective, and potent inhibitor oral, RTB101, an is candidate, resTORbio’s lead product central systems. nervous immune, cardiovascular, and the including systems, organ decline in of function multiple pathway that contributes to the conserved an evolutionary 1(TORC1), complex rapamycin of target the inhibits selectively resTORbio’s lead programme or treat ageing-related disorders. prevent to ageing of biology the innovative medicines that target resTORbio is developing PureTech Health, by Founded and neurodegeneration immunosenescence including for conditions of ageing, inhibiting TORC1Selectively resTORbio How PureTech Health is building value for investors treatment of ageing-related disease ageing-related treatment of Novel for the therapeutics Mechanism
PureTech Health plc Health PureTech Annual report and Annual 2018 accounts report milestones Expected validation External achieved Milestones Team property Intellectual the problem for solving approach Innovative potential market need and Patient Symptomatic Illness Respiratory Immunosenescence andImmunosenescence Ageing- Related Disorders, Clinically Clinically Disorders, Related Indication(s) — continued • • • • • • • • • • • • • • • • •
illness in the second quarter of 2019, with data expected in 2020, pending trial enrolment. enrolment. trial pending 2020, in expected 2019, of with data quarter second the in illness respiratory symptomatic clinically in RTB101 of 3study a Phase initiate to expects resTORbio 65 older. aged people in and RTIs, including infections, all of incidence the reduced and function immune improved everolimus with combination in or alone RTB101 with TORC1 of inhibition that showed Translational Science Medicine journal, scientific leading in published were programme TORC1 its of study 2a Phase resTORbio’s of results the 2018, July In trials. 3clinical need Phase unmet high planned for with populations patient and dose identified successfully study 2b The Phase RTB101. of study 2b Phase its from results topline positive announced resTORbio 2018, July In UTIs. and infections, total symptoms, infections tract (UTIs). The decreased incidence data RTIs of demonstrated with severe laboratory-confirmed urinary and infection any for analyses pre-specified from of results as RTB101, well as study 2b Phase its from results positive additional announced resTORbio 2018, October In RTB101. for 3programme Phase a global of initiation planned and FDA the with 2meeting End-of-Phase a positive 2019, announced resTORbio March In disease. Parkinson’s in sirolimus, with combination in or alone RTB101 of trial 1b/2a a Phase of initiation the 2019, announced resTORbio April In Mr Michael and Grissinger (previously Johnson & Johnson). Pharmaceuticals), Vertex (previously Chodakewitz Dr Jeffrey Fund), (Longwood Steinberg Mr David (Biogen), Sullivan Ms Lynne Ingelheim), Boehringer (previously JD, Mr Paul Fonteyne (OrbiMed), Silverstein Mr Jonathan Schor, Mr Chen of consists Directors of Board The Officer. Commercial Chief as serves Shire) (previously Officer, Manning Medical Ms Meredith Chief as and serves Research) Biomedical of Institute Novartis (previously Dr Joan Mannick Officer, Executive Chief as serves Teva Pharmaceuticals) (previously Schor Mr Chen other diseases of and conditions. treatment among response, immune the enhance to everolimus with using of combination in RTB101 methods and everolimus, of formulations salts, its and RTB101 of to matter of directed Ltd. composition Pharmaceutical International Novartis from licensed portfolio a patent rights to exclusive having worldwide, coverage property intellectual broad has resTORbio ageing-related cognitive and issues, mobility dysfunction, laminopathies.cardiac dysfunction, that TORC1 inhibitors may enhance immune response to vaccines and improve tendon stiffening, potentialtherapeutic to ameliorate multiple ageing-related conditions. Preclinical have data suggests therefore may TORC1s and inhibits RTB101, selectively candidate, product resTORbio’s hypercholesterolemia. has been associated models with adverse events, including decreased lifespan, preclinical in hyperglycaemia, and inhibition TORC2 while lifespan, increased including ageing, on effects beneficial many have to models preclinical in shown been has inhibition TORC1 TORC2. and TORC1 complexes: two via metabolism, and growth mTOR is a protein serine/threonine kinase that regulates multiple cell including functions, cell into programme additional ageing-related its indications. expand to RTIs in study clinical its from learnings leverage to intends resTORbio US. the in population growing fastest the is over) and 80 (age elderly very The them. treat to therapies few with viruses, unknown by caused are RTIs of majority The older. and 65 those aged for people in fourth and over, and 85 hospitalisation of cause leading second the are (RTIs) Infections Tract Respiratory diseases. ageing-related other and these address to need urgent an is there population, ageing a rapidly With elderly. the in organ in function a decline and incidence, cancer in increase an infections, fight to ability a decreased declineImmunosenescence, in the immune age-dependent is function, associated with Preclinical Phase 1 Phase Phase 2 Phase . The results from the Phase 2a study study 2a Phase the from results . The Phase 3 Phase FDA filing Clearance/ Approval Research focus How PureTech Health is building value for investors resTORbio Pipeline Selective inhibition of TORC1 may have therapeutic benefit forthe treatment ofageing-related diseases *
Indications* drug application, or IND, prior to initiating Phase 2 clinical trials. We expect to have the ability to initiate these Phase 2 clinical trials without the need need the without trials 1trials. Phase 2clinical prior Phase these conduct to initiate to ability the have to We expect trials. 2clinical Phase initiating to prior IND, or application, drug For heart failure with preserved ejection fraction, Parkinson’s disease and certain other infections, we may be required to file an investigational new new investigational an file to required be may we infections, other certain and disease Parkinson’s fraction, ejection preserved with failure heart For Indications Discovery Potential Potential Current Current by genetic mutation Inhibition of TORC1 extends lifespan extends (Science, 2012) (Science, (Science, 2009) (Science, S6K S6K lifespan Knock out of of out Knock TORC1 Inhibitor Additional Ageing- Additional Additional Additional Related Target RTB101 +rapalog RTB101 RTB101 RTB101 RTB101+ sirolimus RTB101 Programme healthspan extends extends S6K
and and
Overexpression Overexpression (Cell, 2009) (Cell, extends extends lifespan TORC1 Clinically SymptomaticClinically Fraction Ejection Preserved with Failure Heart Undisclosed Undisclosed Urinary Tract Infections Urinary Parkinson’s disease Respiratory Illness Indication 4EBP1 — continued overexpression overexpression (Nat Comm, Comm, (Nat Transgenic extended extended lifespan 2013) UIk1 Atg mTOR Discovery Preclinical TORC2 PureTech Health plc Health PureTech Phase 1 Phase Annual report and accounts 2018 accounts and report Annual (Science, 2012; Aging Cell, 2014) Cell, 2012; Aging (Science, hyperlipidaemia in mice and hyperglycaemia causes and mutation lifespan decreases Inhibition of TORC2 by genetic Phase 2 Phase 1b/2a 2Q19* 1b/2a Announced positive meeting in 1Q19 End-of-Phase End-of-Phase Initiated Phase Phase 3 Phase
27
Strategic report Strategic report 28 plans. incentive equity to pursuant issued be to authorised shares unallocated excludes but shares, purchase to options as well as shares outstanding and This calculation includes issued basis. a diluted on cent 55.8 per Sonde was approximately percentage ownership of 2019, 11 of PureTech’s As April is monitored and diagnosed. health physical and mental way the potential to fundamentally change the has it and devices owned individual’s voice on commonly- information obtained from an using disease for monitor and the potential to screen effectively programme has demonstrated Sonde’s Vocal Biomarker wellness conditions. and health other as well as and cardiovascular disease, into Alzheimer’s, respiratory, technology proprietary its expand to development and research initiated also has it validation of platform, its and ongoing the of a part as subjects 14,000 over from data voice collected has To Sonde date, seconds. just in health of picture complete a more provide health measurements that brain, muscle, and respiratory persistent of a range create to voice the in changes subtle analysing and sensing by works Sonde’s technology proprietary physical medical conditions. and diagnose psychological and technology to platform monitor a voice-based developing is Sonde PureTech Health, by Founded and other conditions neurological, respiratory, biomarkers spanning vocal Developing Sonde How PureTech Health is building value for investors Vocal Biomarkers for Detecting, Detecting, for Biomarkers Vocal Physical and Mental Health Health Mental Physical and Monitoring, and Managing and Managing Monitoring, Mechanism
PureTech Health plc Health PureTech Annual report and Annual 2018 accounts report validation External achieved Milestones Team property Intellectual the problem for solving approach Innovative milestones Expected potential market need and Patient affecting brain, respiratory,affecting or muscle function Broadly applicable to diseases diseases to applicable Broadly Indication(s) — continued • • • • • • • • • • • • • • • •
organisations in order to apply knowledge to highly technological and high-risk problems. high-risk and technological highly to knowledge apply to order in organisations innovation. The Linkage Project aims long-term to strategic research support alliances between the Australian Research Council (ARC) for through international collaboration in and research partnership and Government Australian the by funded Project, speech. a Linkage acoustic awarded from was UNSW depression of assessment automatic device-based mobile to first the Institute Dog create Black and (UNSW) Wales South New of University the with collaborating is Sonde speech. of samples brief from individuals Sonde’s for accuracy measuring technology has best-in-class in depression demonstrated academic collaborators, and Sondeparticipants. study Sonde’s vocal biomarker uses platform scaling technology discovery with corporate, clinical, and andrespiratory cardiovascular disease, and other health and wellness conditions. Sonde has development expanded of technology in proprietary its neurodegenerative disease, disease. Parkinson’s and suicidality, of depression, detection for gathered volunteers 14,000 over from data collected has To Sonde date, across additional health conditions and and device to types capability fund commercialisation its activities. expand to 2019 post-period April the in equity, into debt of conversion upon shares in million $6 of issuance the including Afinancing, Series a $16 million completed Sonde MIT), HHMI, and Thai Lee, MBA (SHI Laureate, International Corporation). Nobel Health, (PureTech Horvitz Dr Robert Wales), South New of Epps (University Dr Julien Hospital), University Georgetown (MedStar Danielson Dr Aimee New of Wales), South University the at Health Mental of Professor and Institute Dog (Black Christensen Dr Helen University), (Stanford Gotlib Dr Ian (MGH), Fava Dr Maurizio include advisors Key Alliance). (previously Jain Mr Yogendra and Health), (PureTech Elenko Dr Eric MIT), (previously Harper Dr Jim by led is Sonde MIT. from licensed was that IP the to addition in its of technology facets of a number covering applications patent several filed has Sonde filings. families (5) patent of five in patents issued (3) three including applications, (17) patent exclusive seventeen to having or owning rights currently worldwide, coverage property intellectual broad has Sonde to respiratory to cardiovascular and ageing-related conditions. depression from needs care health of a range address to Sonde services lives, creating is daily individuals’ and flows care patient with seamlessly integrate that diagnostic measures and screening existing with correlate to measures voice objective produced these from information the tailoring By capture. voice of seconds of analysis an on based management and solutions screening disease effective provide to speakers smart and such smartphones devices as consumer of a range enable to developed being is technology proprietary Sonde’s health. our maximise to options care utilise and behaviours to how and adjust when about making decision inform similarly to potential the have health respiratory, muscle and brain, general in changes of measures objective similar providing biomarker measurements Vocal treatment. without complications serious more of risk indicate when fevers high attention medical seek to when or fever a low-grade with spread infection potential to avoid home stay to when like decisions informed make them helps that information individuals simple guided with has thermometer clinical the value, diagnostic independent no having Despite conditions. for important of a range development drug and enrolment patient improve can burden less and more accuracy with meaningful quantified be can that measures novel with endpoints clinical one current the perhaps and replace day augment can that tools digital Objective them. characterise to used diagnostic measures reference the and diseases these of variability inherent and cost high the by hampered Development of therapies for effective central system nervous diseases and disorders is efficiency. care and outcomes to improve diagnosis, monitoring, and treatment of conditions, high-cost broadly improving health insights. Near-continuous health information, powered by actionable Sonde’s technology, broadly ha Hospital, and multiple ex-US hospitals, clinics, and academic medical centres. medical academic and clinics, hospitals, ex-US multiple General and Hospital, Massachusetts Partners Center, Medical Memorial UMass Institute, South Dog New of Black Wales, University Yale University, with collaborations ongoing from anticipated are Results centres. medicine academic and clinics hospitals, ex-US other and MGH multiple Partners Yale University, Center, Medical Memorial UMass including leading with institutions, partnerships collaborative into entered has Sonde health, for physical and mental technology biomarker vocal of use and understanding accelerate to efforts To increase mild depression, traumatic brain (mTBI), injury including concussion, cognitive impairment, and Parkinson’s conditions disease. important of a range in symptoms measure and detect objectively to potential the demonstrated also have technology core Sonde’s using studies Pilot Preclinical Phase 1 Phase Phase 2 Phase Phase 3 Phase FDA filing Clearance/ Approval (smartphones, 6 seconds of speech, no baseline, >4K individuals) >4K baseline, no speech, of 6seconds (smartphones, instrument screening clinical standard gold with par on Performance How PureTech Health is building value for investors 2 1 Depression Screening Example Problems Measurement Challenging Most Care’s Health of Some In Feasibility of Proof Real-World Has Sonde toAbility and Understand Respond to Just 6 Seconds of Speech Is Changing Our World Features & Their Temporal Coordination Changing Disease Physiology Alters Acoustic Needs Measurement Disease Major Address to Harnessing is Sonde That Sign Vital a Powerful is Voice
True Positive Rate 0. Sonde models, single manufacturer initial results initial manufacturer single models, Sonde 2018 inc. research, view Grand 0. 0. 0. 1. 0 2 6 8 4 0 00 Lungs, Lungs, Heart Brain Muscles 2019 target for FDA trial and submission and FDA trial for 2019 target Positive FDA meeting, pre-submission .2
Fa 0. ls 40 e Po Automatic Speech Recognition (Focus since 1952) sitive 2 Rate .6 Automatic Health Recognition Processing Signal Signal — continued 0.
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(Vocal Fold Dynamics) (Vocal Fold Source (Vocal Tract Movements) System (Melody) Prosody (smartphones, 6-30 seconds(smartphones, 6-30 of speech, >2K individuals) category severe most in change biomarker vocal 4x to Up Suicidal Thought Example
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Strategic report Strategic report Targeted Disease 30 and TranslationalScience Medicine including journals, peer-reviewed been published in multiple The technology has platform (IBD). disease bowel inflammatory BPS), inflammatorypouchitis, and (IC/ syndrome pain bladder candidates for interstitial cystitis/ includes pipeline Alivio’s present. on the degree of inflammation enclosed based therapeutics to inflammation, releasingthe engineered to respond dynamically also is technology The exposure. drug fromtissues unnecessary inflammation,while sparing normal of sites the to therapeutics administer to designed is platform inflammation-targetingproprietary MIT, at Alivio’s Professor Institute HKoch David Langer, Dr Robert and Hospital, Women’s and Medical School and Brigham Professor of Medicine at Harvard Karp, Dr Jeffrey of research the on Based treat. to difficult be otherwise would that ones including disorders, inflammatory acute and chronic of a range treat to potential the has approach after sought- long This system. immune the of rest the on impact minimal with body, the in disease of site the at exclusively system immune the immunomodulation involves tuning disorders. Targeted disease of chronic and acute inflammatory a range treat to strategy a novel disease immunomodulation as is pioneeringTherapeutics targeted Alivio PureTech Health, by Founded systems other and GI tissue innon-inflamed targeting that spares Site specific inflammation Alivio How PureTech Health is building value for investors convertible promissory notes. promissory convertible of conversion upon issuable shares any and plans incentive equity to pursuant issued be to unallocated shares authorised excludes but shares, purchase to options as well as shares includes and issued outstanding calculation This basis. a diluted on cent per 82.8 approximately was percentage ownership of Alivio PureTech’s 2018, 31 December of As lacking. are options treatment effective and targeted where but the underlying disease pathology, of part is a central inflammation the dozens of conditions where address to aims Alivio platform, this With etc.). skin, joints, bladder, the system, GI the (e.g., body the of parts different the inflammationoccurred in models of inflammationwhere preclinical different ten in and been validated in multiple labs having models, in preclinical tocompounds inflamed tissue targeting of immunomodulatory kind to reproducible demonstrate its of first the is technology the Chronic Inflammatory Disorders Immunomodulation for Acute and Mechanism
Nature Communications PureTech Health plc Health PureTech Annual report and Annual 2018 accounts report , and , and
Medicines that Act in the Inflamed Tissue without Causing Systemic Immunosuppression Systemic Causing without Tissue Inflamed the in Act that Medicines Alivio Therapeutic Platform milestones Expected validation External Team property Intellectual the problem for solving approach Innovative 1 • • Design Structural Precise with Medicines of Class New potential market need and Patient IBD Pouchitis, IC/BPS, Inflammatory Diseases, Inflammatory Indication(s)
Multiple dosage forms validated, including oral capsules & liquid suspensions &liquid capsules oral including validated, forms dosage Multiple Patented US #9,974,859; US #9,962,339 & multiple other patent applications patent other #9,974,859;US #9,962,339 US &multiple 1 , structurally-designed medicines designed to bind & respond to inflammation to &respond bind to designed medicines , structurally-designed — continued • • • • • • • • • • •
Alivio expects to initiate a clinical study for its lead product, ALV-306, in pouchitis in 2020. in pouchitis in ALV-306, product, lead its for study a clinical initiate to expects Alivio milestones. development and research in million $260 over and sales product on royalties receive to eligible is and payments exercise license near-term and receive upfront will in $14.75 to up million Alivio agreement, the of terms the Under technology. inflammation-targeting Alivio’s an option with exercisable by Purdue to collaborate on a limited development number of additional utilising compounds clinical through IC/BPS, for candidate product ALV-107, a non-opioid candidate product Alivio’s advance to LP Pharma Purdue with a partnership into entered 2019, Alivio January In bladder pain syndrome (IC/BPS) with Hunner’s lesions. and for development candidate, product activities ALV-107, for treatment of interstitial cystitis/ Technology/Therapeutic Development Award. The Alivio’s will funds (DoD) support preclinical research Defense of Department US million a $3.3 announced Alivio 2018, September In Karp (BWHDr Jeffrey and Harvardand Medical School). MIT) and Health (PureTech Langer Dr Robert include co-founders Scientific and chemistry. analytical development, model preclinical biomaterials, in backgrounds strong has team Alivio The agents. therapeutic of delivery the for gels nanostructured using of methods and formulations, novel matter, of composition covers estate IP Alivio’s 2018. in US the in allowed were which of two applications filings, patent patent of families (8) eight in applications patent (27) exclusive twenty-seven having to or owning rights currently worldwide, coverage property intellectual broad has Alivio so. done have otherwise not would they when market to safety come or to profiles pharmacokinetics challenging with drugs allow to potential the has The also efficacy. technology improved and profile safety a better with indications new as well as existing in used The innovative of properties Alivio’s technology may enable currently approved to drugs be inflammation. local the of severity the on tissue from signals diseased on the based bioavailable become and tissue inflamed target specifically compounds Alivio’s inflammation-targeted is technology platform designed to help immunomodulatory options. treatment limited have and alone US the in patients of millions of tens impact collectively such diseases to as IBD, organ inflammatory applied transplantation,arthritis, be Thesediseases and cystitis. interstitial could technology Alivio the suggest models preclinical in Results disease reduce associated inflammationwithout leading to selectively broad or immunosuppression that othersystemic effects. therapies targeted for opportunity a substantial is There Blood concentration
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Preclinical Gajanayake et al. 2014 al. et Gajanayake 2015 al. et Zhang Science Translational Medicine • • Alivio’s Medicines Multiple High Impact Papers Impact High Multiple
circulating in blood circulating the diseased tissue and not the within staying by Immunosuppression Systemic Minimal binding to inflamed tissue by Tissue Diseased the Target Inflammation in Phase 1 Phase Phase 2 Phase
Phase 3 Phase Joshi et al. 2018 al. et Joshi Nature Communications • • • Benefits
Superior Safety Profile Safety Superior MOA Approaches New Enable First-in-Indication are that Drugs FDA filing Clearance/ Approval Aesthetic-related indications Follica How PureTech Health is building value for investors Source: Ito M., Cotsarelis G., et al. Wnt-dependent de novo hair follicle regeneration in adult mouse skin after wounding. Nature wounding. after skin mouse adult in regeneration follicle hair novo de Wnt-dependent al. G., et M., Cotsarelis Ito Source: notes. promissory convertible of conversion upon issuable shares any and plans incentive equity to pursuant issued be to unallocated shares authorised excludes but shares, purchase to warrants and options as well as shares outstanding and This calculation includes issued basis. a diluted on cent per 62.3 approximately was of Follica PureTech’s percentage ownership 2018, 31 December of As the optimisation study. following the completion of is to expected commence study Follica’s pivotal property. intellectual Follica’s on based compounds proprietary development of next-generation, towards the prioritisation and are ongoing also testing preclinical of phases Further currently in an optimisation study. androgenetic alopecia, which is drug combination for product a next-generation device and of development clinical-stage formation. Follica completed its follicle hair new of effect the enhance tocompounds further proprietary next-generation for potential the show which data hasFollica preclinical other aesthetic indications. in androgenetic alopecia and tests conducting and device its formation and has been optimising follicle hair new and growth hair demonstrate to alopecia of patients with androgenetic studies clinical human three completed Follica effect. the enhance to treatment by followed skin, the of disruption through hair and follicles new create to PureTech’s knowledge, designed technology is the first, to related indications. Follica’s alopecia and other aesthetic- applied to treat androgenetic abrasion. This technology is being after mammals adult in follicles) (hair organs skin of creation the Pennsylvania that demonstrated of University the from findings seminal on based is platform Follica’s regenerative biology PureTech Health, by Founded response to wounding through immune and rejuvenation skin Enabling follicle neogenesis Regenerative Biology Platform for Androgenetic Alopecia and Mechanism other aesthetic indications Androgenetic Alopecia, Epithelial Ageing, and and Epithelial Ageing, Indication(s) milestones Expected achieved Milestones Team property Intellectual the problem for solving approach Innovative Follica findings 1. potential market need and Patient • • • Significanttranslation of excitingscience
paradigm designed based on clinical data clinical on based designed paradigm optimal and developed device Proprietary demonstrated with tolerable, safe procedure hair growth significant Clinically humans in demonstrated effect growth Hair Targeted disruption skin activates new hair growth (murine) growth hair new Near-term development clinical of a “game changing” platform (3 studies FOL-001 to -003) to FOL-001 (3 studies — continued 15 Days 15 • • • • • • • • • • • •
Follica’s pivotal study in androgenetic alopecia is expected to begin in 2019 following the the completion of an ongoing optimisation 2019 following study. in begin to expected is alopecia androgenetic in study pivotal Follica’s medical tier Nature journal, top science the in published were results The abrasion. following mice adult in formation skin conceptThe originated product from new ground-breaking science demonstrating mammalian is Follica developingfurther and testing that compounds hairs). enhance these effects. thick (visible, terminal also but follicles hair new only not alone generates and safe was disruption skin that demonstrated studies these of One count. hair area target growth hair and through disruption, skin following biopsy via neogenesis follicle hair which demonstrated alopecia, androgenetic with patients of studies clinical three conducted Follica Research Institute). Aderans previously and Group Medical (Bosley Washenik Dr Ken and and Kythera), of School Founder Medical Pennsylvania of (University Cotsarelis Dr George Zeltiq), by CoolSculpting of Inventor and Labs Wellman MGH of (Director Anderson Rox Dr R include advisors Key Bissett (previously NeoSync) and David and Chastain (previously Consultants Jonathan Continuum). Cambridge members team and &Company) Bain (previously Bhardwaj Jason by led is Follica to devices as well as promote agents, hair follicle regeneration. active and approaches disruption employing therapies including combination treatment of methods and matter of composition covers property intellectual The licensed. exclusively or company-owned (10) are ten in which patents, filings, patent issued of (33) families thirty-three including applications, patent (92) ninety-two including Follica’s regenerative biology programme has coverage, broad intellectual worldwide property effects the through the application of specific enhancing compounds. and cells, stem epithelial from follicles hair new creating abrasions, micro of skin a series via adults in window” “embryonic an generating on based is approach Follica’s related conditions and wound healing. Follica’s regenerative biology has platform applications beyond hair to growth other ageing- hair. new grow which non-surgical treatments effective, safe, for need unmet significant is there that believes Follica a result, As procedures. invasive of a range comprising hair is surgery, loss hair of transplant treatment the for approach current effective most The of alopecia. treatment the for androgenetic approved currently are efficacy, regrowth limited with both drugs, two Only alone. US the in treatment for eligible are who people million 65 estimated with an women, and men in loss hair of form common most the represents alopecia Androgenetic Preclinical . 17 Days 17
Phase 1 Phase PureTech Health plc Health PureTech 19 Days 19 Phase 2 Phase Follica findings 2. • • Mean: 38 new hairs new 38 Mean:
options identified safe systemically use, Short-term healing during new hair growth Small molecule growth effect newamplifies hair Stimulating Wnt pathway Annual report and accounts 2018 accounts and report Annual Control Phase 3 Phase further amplify effect amplify further Future pipeline to
. 2007 . FDA filing shown to amplify amplify to shown Mean: 100 new hairs new 100 Mean: Wnt (transgenic) Clearance/ Approval
31
Strategic report Strategic report 32 plans. incentive equity to pursuant issued be to authorised shares unallocated excludes but shares, purchase to options as well as shares outstanding and This calculation includes issued basis. a diluted on cent 73.9 per approximately was Entrega of PureTech’s percentage ownership 2018, 31 December of As animals. large of bloodstream peptidestherapeutic into the of delivery demonstrating proof-of-concept data technology, Entrega generated its To validate exposure. drug of variability the reduce and totract both enhance absorption GI the in microenvironments fluid local control to form dosage hydrogel customisable a proprietary, uses which delivery is an innovative approach to oral Entrega’s technology platform diabetes. of treatment the including medicine, of areas many reshaping therapies of class large increasingly this for approach delivery ideal an represents thus regimes. Oral administration compliance with treatment and delivery for healthcare challenges present can which by injection, administered macromolecules) are currently peptides, proteins, and other of (including biologic drugs majority vast The orally. taken not efficientlyabsorbed when otherwise are that drugs other and vaccines, biologics, of delivery oral the on focused is Entrega PureTech Health, by Founded body. the of sites distal and local to epithelium gut the via biologics of Enabling the delivery Entrega How PureTech Health is building value for investors Enable Oral Delivery of Peptides of Enable Oral Delivery Engineered Hydrogels to Mechanism
PureTech Health plc Health PureTech Annual report and Annual 2018 accounts report validation External achieved Milestones Team property Intellectual the problem for solving approach Innovative potential market need and Patient Endocrine Disorders Metabolic Disease, Indication(s) — continued • • • • • • • • •
Entrega received $5 million in equity and research funding from Eli Lilly to investigate the the application of peptide technology its to delivery Lilly certain candidates. therapeutic investigate to Lilly Eli from funding research and equity in million $5 received Entrega large animals. Entrega has of generated delivery proof-of-concept peptides in successful data demonstrating Corporation). ALZA (previously Rosen Mr Howie and Lilly), Eli previously Pharmaceuticals and (Boston Armstrong Mr Rob Barbara), Santa UC previously University, Institute Harvard at (Wyss Mitragotri Dr Samir Merck), and &Johnson, Johnson Pharmaceuticals, TransForm (previously Gardner Dr Colin MIT), and Health (PureTech Langer Dr Robert include advisors Key engineering. delivery drug and formulation drug in experts of comprised is team Entrega The agents. active of delivery for forms dosage hydrogel making of methods and use, of methods Entrega’s patent covers oral portfolio drug devices, drug formulations, compositions of matter, filings. patent of families (6) six in (19) patent applications nineteen including worldwide, coverage property intellectual broad has Entrega orally. taken when bloodstream the reaching in efficient not are that forms other and medication of vaccines biologics, of delivery oral enable to designed is platform Entrega The patients. to deliver to unsafe potentially and difficult be can they with and issues of compliance, a result as potential therapeutic their in limited be can formulations Injectable 2025. by billion $400 to close be could market biologics global total The Preclinical Phase 1 Phase Phase 2 Phase Phase 3 Phase FDA filing Clearance/ Approval Vor How PureTech Health is building value for investors to equity incentive plans. incentive equity to pursuant issued be to authorised excludes unallocated shares but shares, purchase to options as well as shares outstanding calculation includes and issued This basis. a diluted on cent 30.2 per approximately was percentage ownership of Vor 2019, PureTech’s 14 of February As grim prognoses. otherwise with patients in outcomes potentially enable transformative therapies, this technology could targeted with combined When targeted against leukaemias. or conventional antibodies such conjugates as antibody-drug of other therapies effectiveness the enhancing as well as as acute myeloid leukaemia, such leukaemias, myeloid other to malignancies B-cell beyond reach the expanding others, and Tcells CAR and conjugates, drug antibody engagers, Tcell as such several targeted immunotherapies, improve the window therapeutic of potentially be used to vastly can and broad is platform Vor’s cancer-targeted therapies. protected from depletion by healthy, cells functional that are Vor’s engineered HSCs generate haematopoietic stem cells (HSCs). engineered by developing for targeting cancer selectively approach novel a fundamentally taking is Vor potential. their substantial toxicities and limiting causing cells, normal and cancer both target technologies similar and these However, malignancies. fordrugs treating haematologic FDA-approved now are T cells, chimeric antigen receptor (CAR) cells. Engineered cells, such as cells normal impacting without cancer target selectively can that technologies on a focus is cancer. Vor’s key differentiation with broad potential for treating therapies cell developing is Vor PureTech Health, by Founded cells using modified HSCs cells while sparing normal cancer targeting Selectively for Heme Malignancies Heme for Unleashing Targeted Immunotherapy Mechanism Leukaemia (AML) malignancies Haematological including Acute Myeloid Indication(s) Validation External achieved Milestones Team property Intellectual the problem for solving approach Innovative Vor Therapy in Practice potential market need and Patient Conventional Patient Flow (Standard of Care) of (Standard Flow Patient Transplant Diagnosis of Heme Malignancy Targeted Immunotherapy — continued • • • • • • • • • • • • • • • • • Limited Limited
Institutes for BioMedical Research, Osage University Partners, and PureTech Health. and Partners, University Osage Research, BioMedical for Institutes Management,Capital with from participation Johnson & Johnson Innovation – JJDC, Novartis RA and Ventures 5AM by led round financing million a $42 2019, completed Vor February In approach. therapeutic its covers which property intellectual foundational granted been has Vor models. mouse humanised engineered in technology its of validation received Vor Vor ex has vivo achieved papers). peer-reviewed 600 over published Stebbing London; Dr Justin College and (Imperial Therapeutics), Stelexis and Therapeutics, Magenta Therapeutics, Therapeutics, Intellia Moderna of Co-founder Therapeutics; Convelo of CEO Founding School; Medical (Harvard Rossi Dr Derrick Pfizer), of Board the of member Institute; Medical Hughes Howard Medicine, of School (NYU Littman Dr Dan Center), Research Cancer Hutchinson (Fred Dr Hans-Peter Kiem Millennium), at Officer Scientific Chief and Moderna at Officer Scientific Chief and Winning Prize Author, Pulitzer and University (Columbia Mukherjee Dr Siddhartha include Advisors lead. operations as serves Health) (PureTech Radovic-Moreno Dr Aleks Management). Capital (RA Resnick Dr Josh and Health) (PureTech Chowrira Dr Bharatt include members board Additional Chairman. Executive as Directors of Board the joined Ventures) (5AM Parmar 2019, Dr Kush February In Vor. by owned IP as well as University Columbia from exclusively licensed IP includes This 2018. in issued that a patent families, including (4) four in applications (17) patent seventeen of consists currently portfolio IP Vor’s therapies. cell engineered by safely targeted be can that antigens potential of number the broaden to cells stem haematopoietic modified using of matter of methods and compositions to relating worldwide coverage property intellectual broad has Vor antigens. B-cell or antigens tumour-specific beyond expand can antigens target potential of population the way, this In HSCT. the to prior used be can therapy targeted the or therapy, targeted the to prior performed be can patients, many for procedure a standard is HSCT, which toxicity. on-target of fear to without doses administered be immunotherapy targeted maximal enables This therapies. cancer-targeted by depletion cells (HSCs). Vor’s stem engineered HSCs generate healthy, haematopoietic functional cells that haematopoietic are protected from engineered with (HSCT) transplantation cell stem via tissue haematopoietic healthy to toxicity on-target of effects toxic the addresses technology Vor’s developing. consider to toxic too be would otherwise that developed be to targeted therapies new enables also It malignancies. haematologic treat to used being are that therapies targeted from cells normal healthy protect selectively to approach a new advancing is Vor targeted immunotherapies (including CAR T technology) for severalexisting malignancies.of blood-borne profile safety the improve substantially to used be also may technology Vor’s this need. address to potential the has approach –Vor’s toxicities on-target overcoming by malignancies blood-borne of treatment successful enable could that approaches new for a need is cells. There normal healthy affecting without cells cancer targeting to due selectively in difficult challenges been has malignancies B-cell beyond Tcells, CAR like potent immunotherapies, extremely of targeted applicability the extending specifically, More non- in viable. not therapy malignancies B-cell antigen-targeted surface cell aggressive making toxicities, on-target cause therapies substantial these However, malignancies. B-cell treat to applied successfully been T have CAR and cells, conjugates, drug antibody engagers, Tcell including immunotherapies, Targeted relapse. a first following 12 months past survive patients AML, of for cent per 30 about Specifically only factors. risk patient-specific on depending months, be can short and a few in poor very measured is malignancies blood-borne refractory and relapsed for prognosis The Chemotherapy The Emperor of All Maladies All of Emperor The Two Product Opportunities Preclinical VOR Therapy VOR proof-of-concept for technology. its Broader Pool Phase 1 Phase ), Dr Joseph Bolen (PureTech Health, previously President President previously Health, (PureTech Bolen ), Dr Joseph PureTech Health plc Health PureTech
Phase 2 Phase Annual report and accounts 2018 accounts and report Annual Phase 3 Phase Stem Stem Cells Short (<5 Process Day) Short Cell Vor Vor Manufacturing
FDA filing Conventional IV Infusion Clearance/ Approval
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Strategic report Strategic report 34 immunosuppressive against LYT-210 directed is permissive microenvironment. and facilitating a tumour- partners multiple to binding by immunosuppression exerts immunosuppressor. Galectin-9 a global galectin-9, antibody directed against IgG4 a human is LYT-200 inhibitors). checkpoint (e.g., with used in combinatorial approaches being to addition in agents single as used be to potential the have immune evasion. These antibodies compromised by tumour persistent are defences natural body’s the and immunotherapies because care of standard available currently with treated suboptimally are that cancers address to designed candidatestherapeutic are immunosuppression. PureTech’s fundamental mechanisms of countering at aimed are which antibodies human fully first-in-class, two developing is PureTech Health other solid tumours to pancreatic and cancer based therapeutic approach A monoclonal antibody- LYT210 LYT200, insight. and biology of areas emerging major these on capitalise to poised PureTech is Health innovation, collaborative and discoveries in-house of a combination Through indications. CNS mechanisms inimmunosuppressive oncology, for autoimmune, and the harnessing lymphatic infrastructure oncology, and PureTech’s to immunomodulation approaches selective tissue are two-fold: targeting newly discovered foundational July. in Roche with a partnership with together announced was which division Internal a separate into consolidated was and property, intellectual key and data, preclinical compelling 2018,generating in earlier point inflection an reached work This years. two past the PureTech Health has immunomodulation been advancing research for and around development tissue-selective projects pipeline Internally-funded, immunology-focused PureTech’s R&D Internal by IND-enabling studies. IND-enabling by LYT-210, followed for candidate human IgG1 lead its confirm soon to expects PureTech Health and 2020, of half first the in LYT-200 for anticipated is filing IND An human cancer preclinical models. and mouse both in generated proof-of-concept data has been and properties, excitingfunctional and physical excellent shown have antibodies Both cancer. in targetable uniquely them to properties makefunctional as well as phenotype a distinct have and tumours solid multiple in upregulated are which foundational immune modulators Monoclonal antibodies targeting Mechanism
PureTech Health plc Health PureTech γδ T cells T cells Annual report and Annual 2018 accounts report validation External achieved Milestones property Intellectual the problem for solving approach Innovative milestones Expected potential market need and Patient Solid tumours Indication(s) • • • • • • • • • • • •
and builds upon Dr Miller’s work previously published in Cell in published previously work Dr Miller’s upon builds and Nature in Medicine published was approach this supporting data of body the of Part Medicine. of Localio and Laboratories DirectorArthur of the Cancer Immunology Programme S. of at NYU School Director Miller, Dr George of work pioneering the on based is and Medicine of School NYU the from licensed exclusively is technology T-cells/galectin-9 delta gamma PureTech’s models. preclinical cancer human and mouse both in generated been has data mechanismsimmunosuppressive in pancreatic cancer and other solid tumours. Proof-of-concept PureTech Health has developed fully human monoclonal antibodies to target newly discovered Nature in Medicine a publication with concurrent “Nybo”) called (originally programmes these disclosed 2017, publicly April PureTech Health In tumours. solid of the for treatment use of methods and T-cells immunosuppressive target that antibodies cover University which New York with co-owned or from licensed exclusively are that filings (4) four in patent of families applications patent (15) fifteen to rights exclusive including technology, immunotherapy antibody-based this for coverage property intellectual broad has PureTech Health CRC, cholangiocarcinoma, and gastric breast cancers. including tumours, solid other and cancer pancreatic in work initial this underway expanding research with space, immuno-oncology the in It applicability broader have also may standards-of-care. current and immunotherapies existing with synergies potential has it yet PureTech’s approach is differentiated from traditional inhibitors checkpoint in immuno-oncology, in treatments. approved using observed literature previously those to superior are that cancer pancreatic of models animal gold- in standard extensions survival show concept therapeutic PureTech’s validating models Preclinical care. of standards little current from derive that benefit prognoses dismal with those particularly malignancies, in need unmet great and the issue underlying this address to aims programme T-cell delta galectin-9/gamma PureTech’s defences. natural body’s the off wards that environment setting immunosuppressive disease a highly to this in due unsuccessful generally been have immunotherapies approved Currently needed. are system immune repair mismatch deficiency. Hence novel,strategies more therapeutic to broadlyengage the effective patients’ demonstrate tumours whose cent) 15 per than (less patients CRC of in a small proportion efficacious only are immunotherapies Current years. 20 next the to within double expected is CRC nearly from Death years. three than less remains CRC metastatic unresectable with approximately with people being today 700,000 diagnosed globally world the each in year. Median burdens survival of patients cancer largest the among is (CRC) cancer Colorectal stage. advanced/metastatic an at diagnosed cent with year, per 90 each than more cancer pancreatic with diagnosed are people 400,000 approximately Globally, death. leading cancer of third the cause is cancer pancreatic cent, per seven than less at rate survival a five-year With PureTech Health expects to file an IND for its lead candidate, LYT-200, in the first half of 2020. of half first the in LYT-200, candidate, lead its for IND an file to expects PureTech Health Preclinical Phase 1 Phase Phase 2 Phase . . Phase 3 Phase FDA filing Clearance/ Approval
Harnessing lymphatic infrastructure lymphatic Harnessing Internally-funded, immunology-focused pipeline Nature Neuroscience associated cognitive decline. An additional age- and disease, Parkinson’s disease, including Alzheimer’s disease, Huntington’s ageing, with associated diseases delay or inlymphatic function the brain may prevent The publication revealed that modulation of in the prestigious scientific journal Nature story cover the as published was technology underlies PureTech’s internal CNS lymphatics In July 2018, the foundational science that brain. the in system lymphatic harnessing the recently discovered neuroinflammatoryconditions by to neurodegenerative and address approach an pursuing is PureTech Health Lymphatics CNS sources most However, clinic. the in tested and used being are that approaches polymer-based synthetic of variety the over tolerability natural composition will likely provide superior nucleic since acids, payloads, their especially drug of a variety of administration the for vehicles as potential attractive have exosomes cells and tissues. Mammalian cell-derived between macromolecules of transport the players in intercellular communication and key as recognised been have acids, nucleic of spanning components lipids, proteins and a multitude of composed are which Exosomes, and complexmacromolecules small molecules. of bioavailability oral of challenge long-standing engineerable platform to potentially resolve the a versatile represent exosomes Milk interface. ofunderstanding the biology at the gut-immune growing our harnessing by molecules, small and peptides, acids, nucleic as such payloads facilitate the oral administration of complex technology may be uniquely positioned to PureTech’s milk novel exosome-based Milk-derived exosomes liver. the by drug the of metabolism” pass “first avoids system lymphatic the into drug the of uptake that is strategy transport lymphatic the of advantage additional An treatment. orally-administered an via gut, the through manipulate the body’s immune “headquarters” to is approach PureTech’s nodes. lymph these in found are cells immune body’s the of cent 70 per as nodes, lymph mesenteric the target to ability potential the is route trafficking lymphatic the of benefit important An interest. of site the at drug the release to optimised a linker via interest of a drug to attached reversibly is a triglyceride pathway, circulation. To this access absorption systemic entering before gut the in nodes lymph mesenteric the to cells immune and lipids transport vessels these and (lacteals), vessels lymphatic into intestine small the from absorbed are triglycerides) as (such lipids dietary all Nearly route. oral an from intocompounds the lymphatic system of transport the enhance substantially to mechanisms transport lipid natural body’s the leverages that approach targeting a lymphatic developing is PureTech Health Lymphatic targeting platform publication in September in September publication . — continued up to $36 million, including upfront payments, payments, upfront including million, $36 to up PureTech agreement, the will receive Health oligonucleotide platform. Under the terms of oral administration of Roche’s LNA antisense Roche to advance this technology for the announced a multiyear collaboration with PureTech Health 2018, July in advances, these on Building lymphatics. the to payloads biologic of targeting for approach current its leverage might that payloads complex of exosomes and potentially expand the scope milk isolating for developed expertise the on build to continuing is PureTech Health molecules through this environment. biological complex of transport oral of task naturally and specifically to accomplishthe evolved have technology PureTech’s for basis the form that exosomes milk-derived The with transit through the gastrointestinal tract. the harsh physiologic conditions associated under stability of lack their to due therapeutics of administration oral for vehicles as viable or suitable not are exosomes mammalian of pharmacokineticlymph. Successful studies the into dose administered orally the of cent studies, frequently directing above 20 per promising lymphatic targeting in preclinical demonstrated have which chemistries, linker new of a range as well as drugs potential twenty targeting to platform more encompass than lymphatic the extended successfully has Health the natural lipid absorption pathway. PureTech within integrate closely more –to triglycerides – components lipid dietary actual include to therapeutic the by achieved re-imagining was This exposure. location target and transport lymphatic in improvement magnitude of orders Health one demonstrates to platform two hydrophobic modifications,the PureTech simplistic more using approaches other to Relative interest. of site the at released be lipid absorption pathways and subsequently totherapeutic integrate into the body’s natural the enable to optimised been has platform This system. circulatory main the to the journeysurvive from the stomach drugs some of much how limit severely can this and compounds, certain down break to is functions key liver’s the of One and Glia, at the University of Virginia (UVA) (UVA) Virginia of University the at Glia, and and Director, Centre for Brain Immunology and Chair, of Department Neuroscience, Harrison Distinguished Teaching Professor Health collaborator Jonathan Kipnis, PhD, PureTech of work the on based is approach The and Parkinson’s disease respectively. tauopathies in system this by played role important potentially the to speaks which CNS, α and proteins tau-related as such macromolecules of clearance the in mediator a key as groups research other by validated been has lymphatics meningeal of role the recently, More sclerosis. multiple as such inlymphatics neuroinflammatoryconditions brain of role key the highlighted 2018 -synuclein, from the PureTech Health plc Health PureTech mRNA, siRNA, and other antisense non-LNA as (such therapeutics acid-based nucleic and peptide/proteins, small molecules, complex all spanning applications other to rights the retains PureTech Health royalties. and milestones sales to addition in $1 billion, over receive development milestone payments of to eligible also is PureTech Health milestones. preclinical early and support research sales. product on royalties to addition in milestones, sales and development in $200 million than more receive to eligible is and andresearch preclinical support, milestones, payments, upfront including million, $26 to up receive will PureTech Health agreement, the of lymphatic targeting platform. Under the terms candidatesoncology using product PureTech’s Ingelheim (BI) to BI’s advance immuno- Boehringer with a partnership into entered PureTech Health 2019 post-period, April the In species. higher into technology this of translation of supportive are animals large in across the technology. platform treatment of methods and use, of methods matter, of compositions cover which and Virginia of University the from licensed are that filings patent of families (5) five in applications patent (15) fifteen to rights exclusive having currently coverage, property intellectual broad has PureTech Health property Intellectual as well as the broad technologies. platform treatment that cover classes of therapeutics of methods and use, of methods matter, of intellectual is directed property to compositions which Nebraska, of University the and Biotechnologies 3P from licensed are that filings patent of families (10) ten in applications patent (20) twenty to rights exclusive having or owning coverage for this technology, platform currently property intellectual broad has PureTech Health property Intellectual approaches).oligonucleotide-based well as the broad technologies. platform as pro-drugs of classes cover that treatment of methods and use, of methods matter, is directedproperty to compositions of intellectual which University, Monash from licensed are that filings patent of families (7) seven in applications patent (29) nine twenty to rights exclusive having or owning currently coverage forproperty this technology, intellectual broad has PureTech Health property Intellectual and CNS devastating disorders. debilitating address potentially to Dr Kipnis PureTech Health in collaboration with by developed be will technology the Group, &Ventures Licensing UVA the from School of Medicine. Exclusively licensed Annual report and accounts 2018 accounts and report Annual
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Strategic report Governance 36 basis, oratall. commercialise itsproductcandidatesona timely may notbeabletoobtainregulatoryapprovalor clinical testsforanyofitsproductcandidates,it complete orexperiencesdelaysincompleting commercialised. Inaddition,iftheGroupfailsto regulatory approvalandinsucheventcannotbe clinical trials,theproductswillnotreceive to achievesuccessfuloutcomesintheirrespective populations. IftheGroup’sproductcandidatesfail different conditionsorwithsubject could bedifferentfromtheresultsachievedin differ, and results achieved in one set of conditions Conditions inwhichclinicaltrialsareconducted and haveuncertainoutcomes. typically expensive,complexandtime-consuming, commercial viabilityofa productcandidateare Clinical trialsandotherteststoassessthe 2 significant declineoftheGroup’svalue. may failornotsucceedasanticipated,resultingin There isalsoa riskthatcertainofthebusinesses or technologies. property intocommerciallyviableproducts may notbeabletodeveloptheirintellectual businesses mayfailand/ortheGroup’s or commercialised bysomeoftheGroup’s The scienceandtechnologybeingdeveloped 1 Risk prospects. future and/or companies subsidiary operations, of results development, condition, financial its or Group the on effect adverse a material have could these of number Any risk. each of mitigation and consequences the with along below table the in out set are Group the facing risks business key the as identified has Board the that risks principal Group. The the on effect possible the compound would events such of effect overall the that possible is it occurs, event one than more If them. mitigate and monitor to place in put are processes appropriate and Board the by identified formally are Risks loss. against assurance absolute an provide can strategy no ultimately although reward, and risk of balancing effective an achieve to is effort management risk Group’s the of aim overall The technologiesstage addressing significant early and unmet medical needs,the Group advanced inherently of operates in a high-risk a developer environment. As uncertainties. and risks of a number to subject is strategy Group’s the of execution The Risk management
PureTech Health plc Health PureTech Annual report and Annual 2018 accounts report a cash flowbasis. become fullysustainableon capital requiredforthebusinessto approvals couldimpacttheamountof support theappropriateregulatory value. Significantdelaysina clinicaltrialto a significant decreaseintheGroup’s in terminationoftheprogrammeand A criticalfailureofa clinicaltrialmayresult more difficult. PureTech orsubsidiarycompanylevel make additionalfundraisingatthe of highvaluetechnologiesandpossibly perception oftheGroupasa developer businesses couldalsoimpactonthe value. A failureofonethemajor businesses coulddecreasetheGroup’s The failureofanytheGroup’s Impact perform the work. assure thequalityofvendorsusedto these trials,careandattentionisgivento trial. Intheeventofoutsourcing to assesstheoddsofsuccess are donepriortoa clinicaltrialattempt due diligenceandpreclinicalexperiments successful outcomes.Significantscientific programmes inordertotrymaximise and monitoreachoftheclinical dedicated internalresourcestoestablish to operateasa goingconcern.Ithas not significantlyimpacttheGroup’sability that anyoneclinicaltrialoutcomewould The Grouphasa diversifiedmodelsuch a significant declineoftheGroup’svalue. Group’s businesseswouldnotresultin such thatthefailureofanyone a diversified modelwithnumerousassets its strategy.Additionally,theGrouphas expertise asitdevelopsandexecuteson business hasappropriatedomain network ofadvisorstoensurethateach thereof. TheGroupusesitsextensive strategy andtooverseeproperexecution continue toguideeachbusiness’s directors ofeachbusinesssoasto the Group’sBoardserveonof to theirnextvaluemilestone.Membersof tranched soastofundprogrammesonly allocated. Capitaldeploymentisgenerally capital iscommittedandthereafter has tobeachievedbeforesubstantial such thatsomelevelofproofconcept A capitalefficientapproachispursued property protection. strategy, adoptionandintellectual technological feasibility,marketsize, the majorbusinessrisks,including is carriedoutbytheGroupthatcoversall any technology,extensiveduediligence Before makinganydecisiontodevelop Mitigation than thosebeingdevelopedbythe Group. available whicharemorecommercially successful novel productsandtechnologiesmay become New companiesmayenterthesemarkets and effectively inthemarketstargetedby theGroup. effective productsorbeabletocompete more human resources–maydevelopsafer ormore whom haveconsiderablygreaterfinancialand Alternatively, theGroup’scompetitors–manyof by patientsandthemedicalcommunity. can besoldprofitably,theymaynotaccepted reimbursement. Moreover,eveniftheproducts denying orlimitingcoverageandthelevelof that arechargedforpharmaceuticalproductsand curtail healthcarecostsbychallengingtheprices Third-party payersareincreasinglyattemptingto burden ofillnessandpopulationimpact. a sufficiently strongeconomiccasebasedonthe because, forexample,itprovesdifficulttobuild health authoritiesisrestrictedornotavailable such asprivatehealthinsurersandgovernment profitably ifreimbursementfromthird-partypayers The Groupmaynotbeabletosellitsproducts 5 clinical trials. of theproductsandsponsorrelevant being raisedagainsttheGroupasdeveloper may alsopotentiallyleadtoproductliabilityclaims label. Adverseeventsorunforeseensideeffects safety warningsmayhavetobeincludedonthe may besuspendedorwithdrawnadditional additional trialsmayberequired,theapproval approval hasbeenobtained,inwhichcase development. This may occur even after regulatory prove necessarytosuspendorterminate required, and,inextremecircumstances,itmay expenses maybeincurrediffurtherstudiesare development maybedelayed,additional unacceptable sideeffects,thenproduct products arefoundtocauseadversereactionsor and medicaldevices.IfanyoftheGroup’s There isa riskofadversereactionswithalldrugs 4 the Groupexpects. approval maybemoreonerousorrestrictivethan may arise,ortheconditionsrelatingto are approved,subsequentregulatorydifficulties be obtainedinanyotherterritory.Evenifproducts offers noguaranteethatregulatoryapprovalwill its products.Moreover,approvalinoneterritory The Groupmaynotobtainregulatoryapprovalfor expertise, andexpensewhichmustbeinvested. substance ormedicaldevicegiventhetime, it iscommerciallyfeasibletodevelopa drug requirements area majordeterminantofwhether safety andefficacyoftheseproducts.These standards areimposedwhichrelatetothequality, marketing ofpharmaceuticalproducts.Stringent testing, approval,manufacturing,labellingand a range oflawsandregulationswhichgovernthe Regulatory authoritiesacrosstheworldenforce The pharmaceuticalindustryishighlyregulated. 3 Risk Risk management — continued Group’s value. may resultina significantdecreasethe product salesforcertainproducts.This of revenuetheGroupmayreceivefrom could significantlydecreasetheamount well ascompetitionfromotherproducts, reimbursement fromthirdpartypayers,as The failureoftheGrouptoobtain decrease intheGroup’svalue. products, mayresultina significant injury orharmresultingfromtheGroup’s product. This,aswellanyclaimsfor requirements necessaryforsaleofthe products tofailmeetregulatory the Group’sproducts,orevencause effects mayresultina smallermarketfor Adverse reactionsorunacceptableside Group’s value. result ina significantdecreasethe connection withanysuchapproval,may approval, orconditionsimposedin to obtainanyrequiredregulatory The failureofonetheGroup’sproducts Impact PureTech Health plc Health PureTech its businessplansaccordingly. for allofitsproductsandadapts monitors thecompetitivelandscape is available.TheGroupalsoclosely reimbursement, ordirectuserpayment, to ensurethata viablepath reimbursement studiesforitsproducts experts toconductpricingand The Groupengagesreimbursement during theconductofclinicaltrials. product liabilityclaimswhichmayarise side effects.Insuranceisinplacetocover which testforandidentifyanyadverse extensive preclinicalandclinicaltrials safety asa toppriorityandconducts The Groupdesignsitsproductswith Group’s value. result ina significantdeclineofthe respect toanyoneproductwouldnot subsequent regulatorydifficultieswith failure toreceiveregulatoryapprovalor model withnumerousassetssuchthatthe Additionally, theGrouphasa diversified retained tomanagethetrials. organisations withglobalcapabilitiesare well-reputed contractresearch during theregulatoryprocess,andthat other documentationaresubmitted ensure thathighqualityprotocolsand and clinicalprogrammes.Theseexperts on thedesignofGroup’spreclinical and consultwiththeregulatoryauthorities commission advicefromexternaladvisors professionals who,whereappropriate,will managers andregulatoryaffairs employing highlyexperiencedclinical The Groupmanagesitsregulatoryriskby Mitigation Annual report and accounts 2018 accounts and report Annual
37
Governance Governance 38 Brexit. with associated risk significant is there believe not does Group the dollars, US in assets all substantially holds and States United the in operates principally Group the that given management, risk its of part as Brexit of impact potential the considered has Board the Although arrangements. other and market single EU’s the from benefit to continue to able be will UK the extent what to as EU, well as the with UK’s relationship the of terms future the determine likely will EU parliaments and UK the by negotiations those of outcome the of ratification the EU and the and Government UK the between negotiations current of progress The EU (Brexit). the leave to voted electorate UK the EU, whereby the of membership UK’s continuing the on a referendum held UK 2016, the June 23 On Brexit may losekeypersonnel. new employees.ThereisalsoriskthattheGroup employees, particularlyifitcannotattractsufficient demands ontheGroup’scurrentmanagersand envisaged bytheGroupmayplaceunsupportable Moreover, therapiddevelopmentwhichis is a highlycompetitiveemploymentmarket. businesses arelocatedintheUnitedStateswhich strategy successfully.TheGroupandmanyofits and experiencedmanagementtoimplementits business domainsandrequireshighlyqualified The Groupoperatesincomplexandspecialised 8 sustain profitability. and, evenifitdoesso,maybeunableto sales, strategicpartnershipsorsalesofa business, will becomeprofitable,eitherthroughcommercial activities. ThereisnoguaranteethattheGroup expenditure infurtherresearchanddevelopment The Groupexpectstocontinueincursubstantial 7 its products. parties preventingitfromsellingcertainof freedom tooperateandpotentiallyleadthird agreement. ThiscouldimpairtheGroup’s enable theotherpartytoterminate obligations undertheseagreements,itmay third parties.IftheGroupfailstocomplywithits licenses certainintellectualpropertyrightsfrom remove itsproductsfromthemarket.TheGroup to paysubstantialdamagesandpotentially actions aresuccessful,thentheGroupwouldhave infringement ofthird-partypatentrights.Ifthese prices. Alternatively,theGroupmaybesuedfor market competitiveproductsatsignificantlylower Group isunsuccessfulindoingso,othersmay secrecy ofitstradesecretsandknow-how.Ifthe protection forsomeofitsproductsormaintainthe The Groupmaynotbeabletoobtainpatent 6 Risk Risk management
PureTech Health plc Health PureTech — continued Annual report and Annual 2018 accounts report competitive advantage. and maynegativelyaffecttheGroup’s ability oftheGrouptocontinuegrow would haveanadverseimpactonthe personnel orthelossofkey The failuretoattracthighlyeffective Group’s business. it wouldbedifficulttosustainthe than theamountofcapitalinvested,then achieved butatvaluessignificantlyless achieved, orintheeventthattheyare revenues fromouractivitiesnotbe potential inflowsisuncertain,andshould businesses. Thetimingandsizeofthese strategic partnershipsandsalesof technologies throughproductsales, through thecommercialisationof generate profitsforitsshareholders The strategicaimofthebusinessisto Group’s value. a significant decreaseinthe damages bytheGroupandresultin may resultinthepaymentofsubstantial infringement litigationagainsttheGroup receive fromproductsales.Any the amountofrevenueGroupmay key informationmaysignificantlydecrease protection andmaintainthesecrecyof The failureoftheGrouptoobtainpatent Impact in-house recruiter. employs anexecutiveasa full-time community involvement.TheGroupalso members, advisorsandscientific recruiting networkthroughitsBoard market. TheGroupmaintainsanextensive remains competitiveintheemployment compensation levelstoensuretheGroup continually monitorsandassesses management. Seniormanagement the compensationpackagesofitssenior expertise toassessthecompetitivenessof The Boardannuallyseeksexternal strategic partners. directly fromthirdpartyinvestorsand companies areabletoraisemoney businesses. Additionally,itsaffiliate monetisation andfundingforits capital marketsandadditional to ensureitcancontinueaccessthe group ofinvestorsandstrategicpartners Group hascloserelationshipswitha wide companies anditsInternaldivision.The order tosupportfundingofitsaffiliate The Groupretainssignificantcashin with theirterms. monitored forcompliance advisory contracts.Licensesare exist intheGroup’semploymentand confidentiality andintellectualproperty suitable provisionsrelatingto agreements withthirdparties,and through useofconfidentialdisclosure belonging tothirdparties)isprotected information (bothoftheGroupand freedom tooperate.Confidential ensure theGroupcontinuestohave party patentfilingsaremonitoredto and hasanin-housepatentcounsel.Third the prosecutionofitspatentapplications The Groupspendssignificantresourcesin Mitigation viability of the Group: the of viability the of view Directors’ the support facts following The Group. the facing risks principal of management and strategy current position, financial consideration of the Group’s strong in made was assessment This solvency or liquidity. business model, future performance, its threaten would that those including the principal risks facing the Group, of assessment a robust out carried making this statement the Directors over the period of In the assessment. due fall they as obligations its meet and operate to continue will Group the that expectation a reasonable have they confirm Directors The cash. of inflows potential include not does it as conservative is projection budget This 2022. of quarter first the into costs office head Company’s candidates; and fund the product high-impact new of development the in invest 2020; of end the by testing clinical human to programmes internal Group’s the of more or one advance partners; external Company’s the with conjunction in milestones value next their through programmes affiliate stage growth its fund to used be would funding Group’s The and programmes. affiliates key for outcomes meaningful with pipeline, Group’s the progresses it This period is deemed appropriate as 2022. of quarter first the into period year a three over Group the of prospects the assessed have Directors 2016, the Code Governance Corporate UK the of C.2.2 of provision the with accordance In Statement PureTech Health plc Viability Viability has considered milestone funding funding milestone considered has Board the Further, candidate. product programme and affiliate each of the pathway to regulatory approval on focused is Board the Group, the by identified risks principal the of all considered has review the While flowprojections. cash long-term of assessment its in division Internal its and affiliates the of plans funding considers regularly and Group the of liquidity near-term the reviews Board The the assessment. of period the over milestones development significant reach to affiliates its of funding necessary the and activities development pipeline costs, infrastructure support to forecast and liquid highly is $177.7 of balance 2018 cash million end year PureTechThe Health-level sources over the period of assessment. such from flows cash on reliant solely funding the perspective, Group is not cases, some in and, a validation from Group the to valuable highly is partners engagingAlthough with collaboration timeframe. this in sectors market more susceptible to conditions in one or highly not is Group the that means also the period of this This assessment. during services or products of sales from inflows cash on reliant not are that affiliates these and programmes means stage development and research the in currently are programmes and affiliates the that fact the addition, In • •
any one affiliate or programme. of outcomes successful the on reliant not is Group the that so structured is model business Group’s The and programmes. affiliates its of direction the over influence significant has Group The PureTech Health plc Health PureTech of the assessment. period the over operate to continue will and resources adequate has Group the that expectation a reasonable is there period of Therefore, the assessment. the over milestones development significant reach to affiliates stage forconsidered growth necessary amounts the and activities development and pipeline of the infrastructure requirements the fund to able be to likely is Group the that investments), of short-term (inclusive reserves cash available readily and position financial strong Group’s the on based concluded, have Directors The costs. infrastructure fund and events milestone remaining achieve to sufficient remain to expected scenario, the Group’s liquidity is this in even However, recovery. for opportunity no with invested previously amounts the of a loss in result could and successful be not may subsidiaries these of certain that expected also It is events. liquidity other or milestones significant of achievement the through stakes ownership these holding anticipates Group The NASDAQ. on traded publicly is resTORbio,of which exception the with nature, in illiquid programmes are to expected be and affiliates the in stakes ownership Group’s the note Directors The liquidity arise. risks discretionary spending if unforeseen is management control on reducing decisions are largely discretionary, there affiliate and programme investment Additionally,the assessment. given that in included not were but in-flows cash which could all to be expected generate to enter new collaboration agreements, programme and affiliate each of ability and arrangements, the partnership based on existing collaboration and Annual report and accounts 2018 accounts and report Annual
39
Governance Governance partnerships entered partnerships of Number 2018. during technologies patentpursue protection for its aggressively to continued Group The Progress 111 2014: 2015: 209 288 2016: 40 4 3 2 1 4 2015: 6 2016: 8 2017: 5 2017: 521 545 patent applications and patents of number Cumulative indicatorsbelowmeasureThe keyperformance theGroup’s againstitsstrategy performance Key –2018 Indicators Performance California, San Francisco. of University and Virginia, of University Nebraska, of University Squibb, Myers partnerships with Roche, Bristol- development and research into entered Group 2018, the In Progress 2 2014:
for affiliates is $12 million in milestone payments made to Vedanta Biosciences from Janssen Biotech, Inc. as part of an ongoing collaboration. ongoing an of part as Inc. Biotech, Janssen from Biosciences to Vedanta made payments secured milestone in funding of is $12 million amount the from for affiliates Excluded award. Trust Wellcome million $8 the from came million $2 equity, into Of the $22 million converted This number includes the issuance of $22 million in shares upon conversion of debt into equity as part of Karuna’s Series A financing round. round. Afinancing Series Karuna’s of part as equity into debt of conversion upon shares in million $22 of issuance the includes number This cumulative. not is and only year fiscal relevant the for figure represents resTORbio. Number affiliate independent by owned or licensed exclusively applications patent or patents issued include not Akili. does and resTORbio number This affiliates independent by owned or licensed exclusively applications patent or patents issued include not does number This PureTech Health plc Health PureTech
2
1 Annual report and Annual 2018 accounts report 3
financial and strategic investors. strategic and financial third-party by $242.4 million including 2018, in grants non-dilutive and financings of form the in funds raised resTORbioBiosciences, Alivio and Vedanta Akili, Gelesis, Karuna, Progress $8m 2014: $74.6m 2015: 2016: $98.2m 2017: $102.9m $274.0m 776 2015: 2016: 918 951 2017: 1449 technologies evaluated ofNumber theme-based for affiliates Amount of funding secured and CNS-related disorders. treatment of oncology, autoimmune, immunomodulationselective for the complement PureTech’s focus on tissue- may that assets, stage clinical including are centred on immunology candidates, (including diligence and experiments) pipeline. Current sourcing activities internal its of basis the form that and review innovative technologies identify to continued Company The Progress 521 2014:
3,4
3
lymphatic system in the brain. the in system lymphatic harnessing the recently discovered neuroinflammatoryconditions by and neurodegenerative address to designed is which technology, lymphatics CNS its advanced Health R&D, PureTech internal its of a part As Progress 2 2014: 3 2015: 3 2016: 1 2017: 1 programmes created stage project of Number
Adjusted Operating Loss Operating Adjusted Loss Operating Revenue Results of Operations Reserves PureTech Cash Level Health Reserves Cash Consolidated Adjusted Loss for the Period (APM) Period the for Loss Adjusted Period the for Loss PureTech $242.4 was raise, million the to addition In divisions. Internal and Affiliates the both advance to used be will 2018 which April in offering Company’s the of part as PureTech level the at Health raised $97.5 million (net) proceeds were division. Affiliates the and Health PureTech at both capital attract to Additionally, the Company continued ADHD. paediatric of treatment AKL-T01 the and for obesity of treatment the for Gelesis100 both of launches (pending regulatory approval) potential the support to infrastructure in invest to continues and expectations forecasted its with line in pipeline the across activities clinical and research progressed has Company The pipeline. internal and affiliate its both advance to reserves cash its deploy prudently to 2018, PureTech continued Health During 4 3 2 1 – Measure Alternative Performance (APM) Group Reserves Cash Reserves Cash Highlights Financial investors strategic and financial third from attracted Review Financial
respectively. Adjusted loss for the period is therefore considered to be more representative of the operating performance of the Group. Group. the of performance operating the of representative more be to considered therefore is period the for loss Adjusted income, and respectively. expenses non-cash also are 2017. items 31 These December ended year the for $57.3 of million investments sale for available on a Gain to 2018, compared 31 December ended year the for million $20.3 of value fair at held investments on a Loss and of (2017 million) $41.7 million –$85.0 subsidiary of deconsolidation the from gain non-cash the for method adjusted also is equity the Period the using for $11.5of for (2017 Loss –$17.6 million accounted Adjusted million). associates of loss net of share (2017and $0.1of – $9.5 million million) shares preferred subsidiary – cost finance to deemed therefore is this and activities R&D their be with an appropriate alternative measure. performance continue and operate to order in of investment nature the cash to the due require excluded are items businesses the that in Non-cash Group Group. the the of performance operating the of representative more be to considered operating therefore Adjusted is loss charges. non-cash are items These (2017 million). nil of –$0.6 assets tangible of impairment and million) (2017 –$0.5 million $0.3 held Corporation. investments PureTech Securities and PLC, short-term PureTech Health Inc., and cash PureTech Management, LLC, represent Health at PureTech Reserves Cash PureTechLevel periods. future in received be will which financings closed previously Group. the for accretion value in result ultimately could that activities in not invested be will affiliates Reserves Cash deconsolidated at held Consolidated in cash the as included operations, its of breadth full the within of candidates representative more be product to advance to considered available therefore cash is Group’s the Reserves Cash Group position. financial of statement consolidated the in included not are that Stated before the charges discussed in note 3 above as well as the fair value accounting income of $22.6 million (2017 – charge of $71.7 million) and and $71.7 of (2017 million) –charge million $22.6 of income accounting value fair the as well as 3above note in discussed charges the before Stated of (2017 –$1.6 amortisation million million), $2.5 of (2017 $12.6 of –$11.8 million depreciation payment million), share-based of effect the before Stated of tranches committed future include not does but investments, long-term and investments short-term and balances cash includes Reserves Cash of $174.0 million affiliates deconsolidated at held reserves cash includes which (APM) measure performance alternative an is Reserves Cash Group ‑ part y, validating, 3 2 4 2 and additional sales milestones milestones sales additional and $1.0 of over payments billion milestone potentially receive development to eligible be PureTech will Health milestones. preclinical early and support, research payments, upfront including million, $36.0 to up receive PureTech will Health agreement, the of terms the Under technology. platform PureTech’s exosome milk-derived agreement with Roche to advance entered into a multiyear collaboration Company the a result, As Axis. (BIG) Gut on Brain-Immune- the focusing division Internal its develop to continued PureTech has Health Additionally, investment). million $3.5 gross proceeds (including PureTech’s $97.8 of million generated which (IPO), offering public resTORbio’s initial included This $274.0 of million. Group the for capital attracted total in 2018, resulting in Group the across 1,2 PureTech Health plc Health PureTech Internal division and Affiliates division. and Affiliates division Internal its of activities of level increased the support to functions shared evolve to PureTech continues Health In addition, opportunities. pipeline on execute as well as ideas new develop and source to continues Group The 2018. in financings equity major completed each Karuna and Akili Vedanta, Gelesis, and NASDAQ on IPO its completed 2019. April in resTORbio management weight for aid an as PLENITY for and Gelesis received FDA clearance candidates product lead their of review FDA for the with applications filed Gelesis and 2018. Akili in events key had also division Affiliates The number of products. undisclosed an for royalties and Annual report and accounts 2018 accounts and report Annual $ millions (104.0) 177.7 250.9 425.0 (85.4) (88.6) (70.7) 20.7 2018 $ millions (115.4) (100.8) 126.7 188.7 242.1 (99.6) (75.1) 2017 2.5
41
Governance Governance to the year ended 31 December 2017. ended 31 December 2018, compared year the for expenses development and research in cent, 8.0 per or million, $5.7 of increase an in resulted and increasing headcount, which studies clinical current its expanding by trials, initiating new clinical division and Internal division Affiliates its advance to activities The Group out carried development over-year basis. a year- on cent per 5.0 by increased 42 1 & Development (APM) Expense Research Adjusted expectations. with line in grew PureTech which Health, as well as Biosciences Vedanta to related costs additional and Akili for preparations pre-launch the of a result and Administrative Spending, which is General in increase an to related was increase the of driver largest The basis. a year-over-year on cent 5.7 per by Operations Schedule above) increased of Results the 3of Footnote in noted items non-cash the of impact the Adjusted (before Operating Expenses Operating Expenses trend. revenue overall Group’s Consolidated the of indicative andbe expected are not necessarily to are revenue in changes period to timelines. Therefore, significant period havefinite that deliverables specific with associated typically are revenues be event-driven. Furthermore, grant to tend which milestones, contractual of achievement by driven typically is development and approval period collaboration agreements during the and license from Revenue milestones. to meaningful achieve programmes our in and retaining ownership partnerships these of value the balancing of aim the and collaboration agreements with toopportunities enter new license agreement. Management evaluates Roche the to pursuant including license and collaboration agreements, and existing under earned be may research agreement. Future revenues Roche agreement and Entrega’s division’s Internal the awards, grant Vedanta’s collaboration agreement and to primarily 2018 relates for Revenue Revenue Review Financial
& Development Expense is therefore considered to be an appropriate alternative performance measure, as it is more representative of the research research the of representative more is it as Group. the of measure, spending performance alternative appropriate an be to Research considered Adjusted therefore is activities. R&D Expense their with & Development continue and operate to order in investment cash the require businesses Group’s the that fact the to due excluded are items Non-cash 2017: million). $0.6 (31 December nil of assets of tangible of 2017: depreciation 2017: impairment million), and $1.5 $4.2 (31$1.4 million December million), (31 December $7.3 of million payment a share-based including items, non-cash of effect the before stated Adjusted Research & Development Expenses is an alternative performance measures (APM) which represents the Research & Development Expense Expense &Development Research the represents which (APM) measures performance alternative an is Expenses &Development Research Adjusted PureTech Health plc Health PureTech — continued Annual report and Annual 2018 accounts report 1
ended 31 December 2017. The income year the $1.2 to for million compared for the year ended 31 December 2018, million to $3.4 million by $2.2 increased Results of Schedule above Operations the 4in Footnote in noted items the of before financeconsideration activities of results Group’s Consolidated The Net finance income/(cost) overall corporate expenses. in increases as well as Gelesis for efforts sales and marketing both to attributed primarily are and well, as grow to are anticipated fees, professional and costs lease costs, related consisting primarily of personnel- costs, administrative and General manufacturing clinical study materials. and developing of acquiring, cost and registration the property intellectual studies, preclinical and clinical Gelesis, of launch commercial preparation for the potential will include regulatory activities, pipeline. These operating expenses Consolidated Group advances its the as increase to continue will development-related expenses, and research particularly expenses, anticipateThe Directors that operating division. Internal the and Karuna Biosciences, Vedanta by driven mainly excluding these subsidiaries two was and development expense growth Research costs. administration and general to increase cent per a 26.8 and development and expenses research to increase cent a 44.0 per included which 37.2 perby cent, increasedOperating Expenses entities in both periods, Adjusted two these 2018. Excluding 8May of as deconsolidated was which Akili, for expense 2017, of months six and of November as deconsolidated was resTORbio, which included Expenses Operating 2017 Adjusted The infrastructure. existing its leverage to Group the of ability the and administrative reflects expenses general in year-over-year increase slight year ended 31 December 2017. The 31 December 2018, compared to the ended year the for cent, 2.3 per $1.1 by or increased million, General and administrative expenses accounting, and concluded that it did did it that concluded and accounting, value fair for qualified it whether financialcertain and instruments reassessed Group Consolidated the 9, 9. IFRS IFRS Under adopted Group Consolidated 2018 the 1January On 2017, respectively. years ended 31 December 2018 and the for securities these on earned interest from $1.7and income of million in million $3.4 Treasuries, resulted which US in IPO the since generated reserves cash significant the invested and policy a conservative management cash adopted has below, described as subsidiaries. The Consolidated Group, certain PureTech and at held Health received on short-term investments in both periods is related to interest underlying value of the subsidiaries. the of value underlying the in growth the to attributable by $7.8 decreased million, of liabilities value fair the Akili, Excluding securities. of the other preferred outstanding preference, decreasing the fair value liquidation order first having financing C Series the from proceeds the of a result as decreased shares Akili the to attributable liability third-party The Akili. for liability third-party the in a decrease to attributable primarily is which liability, value fair the of reduction the of a result 2018 is during accounting value –fair income/(costs) The income within generated Finance periods. future in insignificant be to expected are costs These shares. preferred –subsidiary cost Finance as categorised resulting costs in modest cost, amortised at instruments financial certain hold to continues Group shareholders. The Consolidated when there are external preferred income or expense will be recognised consolidated for accounting purposes, are that subsidiaries the of value the in a change realises Group Consolidated the 39, IAS when with Consistent level. subsidiary the at held warrants and preferred convertible stock, notes, including financial instruments, party adjustments associated with third- value fair to attributable mainly 2018was in income finance net The $12.2 of million. equity to adjustment effect a cumulative 9,IFRS was there of adoption the of a result As qualify. Financial Position Non-current assets Non-current Series the of value fair the recognised Upon deconsolidation, PureTech Health Board of Directors. and continued representation on Akili’s stake ownership non-majority, albeit large, its of virtue by Company the of Company’s and the strategy direction the over influence significant maintains PureTech Akili, controls Health longer PureTech no Health Although cent), triggering deconsolidation. 53.7 per (from cent per 44.7 to Akili voting ownership percentage of financing,which reduced PureTech’s Stock CPreferred Series its of closing first the completed 2018, Akili May In Interactive Labs Deconsolidation of Akili liabilities. note convertible and shares preferred Group’s the of value fair in change the from resulted The increase the year ended 31 December 2017. $71.7of for cost million a finance to compared million, $22.6 of income finance recognised it as million $94.3 of a year-over-year increase realised 31 December 2018, the Group ended year the During for morestatements information. financial 15 note to the in Refer Gelesis. by Stock Preferred Growth Series 2 of issuances new by offset Bose Corporation, which was partially to Project Sync The of sale asset the and Akili of deconsolidation the to due 2018of half first the during decreased aggregate liquidation preference, the of balance related the therefore and parties, external by held stock preferred subsidiary of balance The Total liabilities Total liabilities current liabilities Non-current Total assets assets Current Financial Review Financial — continued at 31 December 2018, compared million $250.9 were term, short and long both as classified are which Treasuries, US and equivalents cash cash, of consisting reserves, cash consolidated The years. two than less of durations with Treasuries US purchase to used been have cannot be immediately deployed 31 December 2017. that Amounts ended $198.1 year the for million 31 December 2018, compared to ended year the for $259.8of million assets current Group’s Consolidated the of portion a significant up make investments short-term and Cash Financial Position information. for further statements financial the 5in note to Refer common stock. Akili Preferred Stock is converted to that time such until value fair at held Investment an as Stock Preferred Akili the for account to continue will Health PureTech 28. IAS under accounting method equity to subject not is therefore and Akili in stock common hold not PureTech does Health decreasing to 41.9 per cent. PureTech’sin ownership voting $13.0 This resulted million. additional an Preferred Stock financing,which raised C Series its of closing a second completed 2018, Akili 9August On held at fair value upon deconsolidation. Investment an as classified was Stock of $41.7 Preferred Akili The million. a gain in resulting Akili, in held Stock”) “Akili Preferred the (collectively Stock BPreferred Series and A-1, A-2, Series PureTech Health plc Health PureTech position include: position the Consolidated Group’s financial items impacting significant Other appropriate infrastructure. and pipeline maintaininginternal an milestone events, funding the meaningful toward programmes affiliate progressing future activities, supporting including Group, the of activities fund to PureTech level the at Health held is reserves – $126.7 cash of million) $177.7 million (31 December 2017 31 December 2017. this Of amount, ended year the for $188.7to million • •
ended 31 December 2018. year the during instruments financial these of issuances additional by offset partially subsidiaries, by held notes convertible and shares preferred the of value fair in change is primarily attributable to the ended 31 December 2017, which year the for $273.9to million 31 December 2018, compared ended year the for million $265.8 to cent, 3.0 per or $8.1 million, by decreased Liabilities Current NASDAQ. on traded publicly is which stock, common resTORbio’s of shares 9,800,396 resTORbio’s IPO. PureTech holds of time the at stock common to converted was resTORbio, which in Stock APreferred Series the of method accounting and equity decrease value fair the by offset partially but of Akili deconsolidation the by driven $169.8 primarily million, to million $38.4 by increased associates in Investments and value fair at held Investments Annual report and accounts 2018 accounts and report Annual $ millions 182.0 274.8 265.8 441.8 259.8 2018 9.0 $ millions 141.7 280.3 273.9 339.8 198.1 2017 6.4
43
Governance Governance Cash Flows Cash 44 Flows Financing Cash Flows Cash Investing Flows Cash Operating and equipment. property for million $2.0 expended Group Consolidated resTORbio’s the and IPO in million $3.5 PureTech invested Health $13.4 addition, In million. totalled 2018 which 8May of as balance cash Akili’s of deconsolidation the as well as years two than less of durations with Treasuries US in investments to 2018 relates during activities investing from outflow cash net The based. cash primarily are Results of Schedule above, Operations the 4of 3and footnotes in highlighted charges non-cash its of exception the with which, expenses, operating of payment the reflects activities operating in used cash net Group’s The Flows Cash 2022. of quarter first the into division Internal the in invest to and events, toprogrammes meaningful milestone division Affiliates and affiliates deconsolidated the both progress to continue to sufficient are funds Group’s anticipate that the Consolidated spending as The expected. Directors increased Group the above, noted As Review Financial
PureTech Health plc Health PureTech — continued Annual report and Annual 2018 accounts report Series 2 Growth Preferred financing. financing. Preferred Growth Series 2 its of part as million $8.5 received Gelesis PureTech the to Offering, $97.5 of addition In million. proceeds net in resulting offering, the with associated costs transaction of million $3.7 approximately were There $101.2 into translated million million. £72 of proceeds gross the transaction, the of completion the of time the at rates exchange the on Based share. per 160 pence of price placing the at shares ordinary 14,365,000 purchasing in offering, the participated Limited shareholder Invesco Management Asset 2018. Existing 12 on March shares ordinary Company’s the of price closing the to cent per 3.0 approximately of a discount represented The placing plc. Exchange Stock London the of securities listed for Market Main the on trading are and Authority Conduct Financial the of List Official the of segment listing premium the to pence per share, which were admitted 160 at shares ordinary 45,000,000 issued Company the PureTech where Health, by completed 2018 offering April the to relates 2018 primarily during activities financing from inflow cash net The Euro to fund operations. Euro to fund in denominated reserves cash these have to prudent is it believe Directors The subsidiary. development and Italian and research manufacturing Gelesis’ of operation the fund to used are reserves cash These Euros. in held reserves cash of million $2.0 had Group 2018, the 31At December objectives. preservation capital and liquidity Group’s the maintaining while invested, amounts the on yield the increase to opportunities investigates and portfolio investment the to risk any manage to conditions market monitors Group year. The one under maturities with Treasuries US durationrated, vehicles, short primarily havereserves been placed in highly- cash surplus a result, As investments. of preservation capital as well as liquidity maintaining on focused is Group The Bose Corporation. by purchase asset the of a result as Sync preferredthird-party shareholders to $1.1 distribution to related million of outflow an was inflows cash two aforementioned Offsetting the $ millions 156.9 (39.6) (72.8) 2018 $ millions (88.7) 14.7 83.7 2017 fairness and transparency in the the in transparency and fairness accountability, ensure to designed also governanceAn effective framework is shareholders. to reporting and place in are protections and controls internal performance, ensuring that sufficient monitoring objectives, to these achieve place in are resources and leadership right the ensuring objectives, strategic Company’s the setting includes This governance framework in place. effective an is there ensuring for responsible are we a Board As committees. its and Board the of work andout our the governance framework Governance This Report. sets section Corporate our introduce to pleased I am Dear Shareholder Chairman’s overview “ a successful andsustainablebusiness.” governance isessentialforbuilding We believethatgoodcorporate a description of how the Company has has Company the how of a description includes report this accordingly, and, place in are structure a robust deliver to necessary constituents key The framework. that of details provide we report this In Group. the of management and control the for framework a sound maintain to undertakes and ofstandards corporate governance highest the to committed is Board The business. sustainable and a successful building for essential is believe that good corporate governance or the wider patient community. We employees, the government partners, shareholders, whether stakeholders, its of all with relationships Company’s PureTech Health plc Health PureTech year. the during time other any at indeed AGM or Group’s the at shareholders our with matters these discuss to able being to forward looks Board The future. the in principles those apply to intends it how and Code Governance the of provisions and principles the applied Joichi Ito 16 April 2019 16 April Chairman
Annual report and accounts 2018 accounts and report Annual
45
Governance Governance 46 scientific breakthroughs,anddeliveringproductstomarket. experience inmaximisingshareholdervalue,discovering Board ofDirectorsandmanagementteamwithextensive PureTech Healthisledbya seasonedandaccomplished (alphabetically) Board of Directors
PureTech Health plc Health PureTech Annual report and Annual 2018 accounts report author of the Drug Truths blog at Forbes.com. at blog Truths Drug the is the He of author (chairman). Gelesis and Biosciences Vedanta Immunome, Zafgen, Pharmaceuticals, Ligand of of Board the on Directors serves also Taylor. C. E. Dr LaMattina Professor of laboratory the in fellow Postdoctoral Health of Institutes a National as University Princeton to on moved 1975. in then He Hampshire New of University the from chemistry organic in a PhD 1971 in received and College Boston from chemistry in a BS received Dr LaMattina management. research chemical in leadership for Award Barnes B. Earle Society’s Chemical American the of recipient the 2010 was in and 2007 in Hampshire New of Image. Broken Its Restore R&D Pharma About Myths the Dispelling of “ author the is Dr LaMattina addition, In patents. US and publications author scientific the is He numerous of disorders. neurological and arthritis rheumatoid addiction, smoking pain, AIDS, cancer, to treat medicines new of a number developed and/or discovered Pfizer tenure, leadership Dr LaMattina’s During 1999. in Development Worldwide of president 1998, vice in senior and Operations Discovery Worldwide of president vice 1993, in senior Operations vice Discovery US of including president Research, Central Pfizer for responsibility increasing of positions held Dr LaMattina Pfizer, career at 30-year his During Pfizer. of president vice senior and Development and Research Global Pfizer of president previously was and PureTech Health at director non-executive independent an is PhD, LaMattina, John Independent Non-Executive Director Joichi Ito John LaMattina, PhD Raju Kucherlapati, PhD and was editor-in-chief of the journal Genomics journal the of editor-in-chief was and Medicine of New the of Journal board England editorial the on served Dr Kucherlapati medicine. personalised/precision of cancer. of a promoter is He biology the understand to approaches genetic/genomic uses that programme (TCGA) Cancer Atlas the of Genome a part was laboratory His involvement. cardiovascular significant with syndromes a focus human on with genes disease human many cloning successfully in involved was He cancer. colorectal human for models of set a large including disease, human for models mouse many developed has He mice. in gene to targeting lead that genes mammalian modifying for methods developed He genome. human the mapping sequencing for and responsible was that Programme Genome Human the of a part was laboratory Dr Kucherlapati’s administration. Obama the during issues bioethical of study the for commission presidential the of a member was He Medicine. of Academy National the of a member and Science of Association Advancement the American for the of a fellow is He Genomics. and Genetics for Center Harvard-Partners the of director scientific first the was He billion). $8.8 for Takeda by (acquired Pharmaceuticals Millennium and billion) Amgen $2.2 by for (acquired Abgenix of member a board formerly and a founder was He Board. Advisory Scientific PureTech’s on sits and PureTech Health at director non-executive independent an is and School Medical Harvard at Medicine of Professor and Genetics of Professor Cabot C. Paul the is PhD, Kucherlapati, Raju Director, Non-Executive Independent Board Scientific Member Advisory for for column a monthly writes 2016), he and December Publishing, Central (Grand Future Faster Our Whiplash: of Howe Survive to How Jeff with co-author is Dr Ito Laboratory. Society and Internet SFC’s at Institute the at Research Keio researcher a distinguished as serves He Press. MIT by published be to a book into edited being is which Change,” of Practice “The thesis, his 2018 in for Governance and Media of School Graduate University Keio from a PhD earned He Medal. IRI 2017, the In received he University. Tufts from degree Letters Humane of Doctor honorary an later, years 2013 two in and City York New in School New The from degrees Letters of Doctor honorary an received He Institute. Internet Oxford the from Award Achievement a Lifetime 2011,In received he in investor numerousearly companies,an includingwas Flickr, also fm,Dr Ito Last Optimus littleBits, and Ride, Twitter. FormLabs, Kickstarter provider. service Internet commercial first country’s the of CEO became later and establish helped and Garage Digital of a founder was he Japan, In Company. Times York New The and Foundation T. MacArthur Catherine D. and John the Foundation, Knight L. James and S. John the of on boards the serves He Commons. Creative of executive chief and chair board as served previously Dr Ito Artificial of Intelligence. Governance and Ethics The teach Zittrain Jonathan professor and he where School, Law at Harvard the Practice from Law of Professor a Visiting and Sciences and Arts of Academy of American a member is the of Dr Ito 2017the class process. creativity the to bring can focus and awareness that contribution the explaining to devoted a class Awareness, of Principles teaches Dr Ito Priyadarshi, Tenzin Venerable The with Together AI, such blockchain and synthetic biology in technology society to substantial and transform positive and ways. science design, deploy to Lab Media MIT the at researchers and supports he arts sciences, media in practice the of a professor and Lab Media MIT the of director As science. and support scholarship that systems the redesigning and change climate as such problems complex governance and tackling ethics technology, of the on focusing scholar and capitalist venture entrepreneur, activist, an is He Directors. of Board PureTech of Health’s chairman the and Lab Media MIT the of director “Joi” the is PhD, Ito, Joichi Directors of Board the of Chairman WIRED
magazine.
” Dr LaMattina was awarded an Honorary Doctor of Science degree from the University University the from degree Science of Doctor Honorary an awarded was ” Dr LaMattina ” and “ ” and Devalued and Distrusted: Can the Pharmaceutical Industry Industry Pharmaceutical the Can Distrusted: and Devalued . Drug Truths: Board of Directors — continued the Massachusetts Institute of Technology in 1974, both in chemical engineering. 1974, in chemical in both Technology of Institute from ScD 1970 his in the Massachusetts and University Cornell from degree bachelor’s his received He doctorates. 34 honorary received has life.” Dr Langer your save may research whose “Heroes six of one as Dr Langer selected (2004) Parade Magazine Best). (America’s America in medicine or science in people 18 top the of one and America our future. Time Magazine future. our Forbes Magazine area. this Discover Magazine world. the in biotechnology in Forbes Magazine Inventors. of Academy National the to elected 2012 in was he and Sciences, of Academy National the to and Engineering of Academy National the both to elected was 1992 he in Medicine, of Academy National the to elected was Dr Langer In 1989, medicine.” in inventors prolific most history’s “one of being for invention for prize largest world’s the prize, Lemelson-MIT the (2017). received 1998, he In Nanomedicine and Nanoscience in Prize Kabiller the and (2016), Science Life in Medal Franklin Benjamin (2012), the Prize (2011), International Terumo Prize the Alpert Foundation Warren the (2008), Research Scientific and Technical for Award Asturias of Prince the (2008), Award Research Planck Max the (2006), Fame of Hall Inventors National the into induction in research, prize medical for US largest the the (2005), Research Biomedical and Medicine in Prize Center Medical Albany the (2005), Materials in Science Prize David Dan the (2004), Research Cancer for Prize Kettering Motors General the Wright), and Edison Orville Thomas as such inventors to previously (given (2003) Award Fritz John the (2003), Prize Harvey the (2003), Employment and Economy Technology, for Award Heinz the (2002), Science for Prize Dickson the received are has he awards other numerous Among Engineering. for Prize Elizabeth Queen the received Dr Langer 2015, In 2014 Prize. the Kyoto and Sciences, Life in Prize 2014 the Breakthrough Chemistry, in the 2013 Prize Wolf Society, Chemical American the of award highest the Medal, 2012 Priestley the prize, technology world’s the Prize, largest Millennium 2008 the engineers, for Prize Nobel the of equivalent the considered Prize, Draper Stark Charles 2002 the Award, International Foundation 1996 Gairdner the (2011). received also He Innovation and Technology of Medal National States United the and (2006) Science of Medal National States United the both received have to individuals living four of one is He awards. major 220 over received has Dr Langer 1999-2002. from chairman its as and 1995-2002 from board, advisory highest FDA’s the Board, SCIENCE Administration’s Drug and Food US the of a member as served to He Scholar). according Google citations 278,000 over with 263 (h-index history in engineer cited most the is He companies. medical and device biotechnology chemical, pharmaceutical, 350 over to sublicensed or licensed been have Dr Langer’s patents worldwide. patents pending and issued 1,300 over has also He articles. 1,400 than more has written MIT. at Dr Langer member a faculty to awarded be can that honour highest the is professor MIT;at institute being an Professors of Institute 10 one is He Entrega. and Alivio of Boards the and Board Advisory Scientific PureTech’s on sits and PureTech Health at director non-executive and a co-founder is ScD, Langer, S. Robert & Director, Non-Executive Co-Founder Board Scientific Member Advisory a board director of VBL Therapeutics and the Drugs for Neglected Disease Initiative. Initiative. Disease Neglected for Drugs the and Therapeutics VBL of is director a board currently He Ikaria. and Celera Momenta, including companies science life various of board the on as well as ofUniversity Nice, the at France and has on many served boards and institutional scientific advisory review professor panels, a visiting Science, of Promotion the for Society Japan the of a fellow Fellow, a Guggenheim been has He behaviour. cellular of regulation molecular the on 120 papers over of author of the is and University Washington the at Biochemistry of Department the of chairman and professor was he Previously, and vaccines. drugs 25 some of registration FDA in resulted that a programme worldwide, activities research licensing and preclinical and basic all for responsible was he where Merck, at research worldwide of president vice executive previously was He PureTech Health. at director non-executive and a co-founder MD, is Shapiro, Ben Director Non-Executive Robert Langer, ScD Dr Bennett Shapiro Dr Bennett Dame Marjorie Scardino Society of the Arts in the UK and the American Association of Arts and Sciences. and Arts of Association American the and UK the in Arts the of Society Royal the of a member also is She Empire. British the of a Dame dubbed was 2003 in and degrees, a number honorary of received has Marjorie Dame Arts. of College Royal The and Center Carter The are on sits she boards Non-profit airlines). other and Iberia Airways, British of company holding (the IAG of board the of a member was and director independent senior the was she where Twitter, of board the on was 2018, of she end the Until Medicine. Tropical and Hygiene of School London the of Chairman the became and 12 for years Foundation MacArthur The chairing and serving from down 2017, of end the At stepped she Prize. a Pulitzer won which Georgia in newspaper a weekly founded husband her and she and a lawyer was she that, to Prior Group. Times Financial The and Books Penguin of owner the and company education leading world’s the The of Economist chief as executive served She Directors. of PureTech’s of Board director independent senior the is Scardino Marjorie Dame Senior Independent Director *
Biographies forour ExecutiveDirectors, Daphne ZoharandStephenMuniz,canbe foundonpage50. (1999) and BioWorld (1999) and
and CNN and (2002) selected Dr Langer as one of the 15 innovators worldwide who will reinvent reinvent will who worldwide 15 innovators the of one as Dr Langer selected (2002) for 12 years and then from 1997 through 2012 was the chief executive of Pearson plc, plc, Pearson of executive chief 2012 the was 1997 through from then and 12 for years (2001) named Dr Langer as one of the 100 most important people in in people important most 100 the of one as Dr Langer named (2001) (1990) have named Dr Langer as one of the 25 most important individuals individuals important most 25 the of one as Dr Langer named have (1990) (2002) named him as one of the 20 most important people in in people important most 20 the of one as him named (2002) PureTech Health plc Health PureTech Annual report and accounts 2018 accounts and report Annual
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Governance Governance 48 Board of Directors
PureTech Health plc Health PureTech — continued Annual report and Annual 2018 accounts report University ofUniversity Miami. degrees from honorary doctoral the of University Rome, University, Cambridge received Pennsylvania has He State and University the Medal. Mendel Society Genetics UK the and Institute; Cancer National the Knudson of G. Award Alfred the Honour; of Medal Society Cancer American the Prize; Genetics Foundation Peter the Gruber Sciences; Biomedical the in Prize Wiley the Neuroscience; in Achievement Squibb Distinguished for Award Bristol-Myers the Medal; America of Society Genetics the Biology; Developmental in Prize Dimes of March the Award; International Foundation Gairdner P. the Jr. Prize; Sloan, Alfred Foundation Research Motors Cancer General the Science; Biomedical for Award Ciba-Drew the Health; in Achievements Pioneering for Dana A. Award Charles the Biology, Molecular in Award Science of Academies National US the received Dr Horvitz Microbiology. of Academy American the of and Sciences and Arts of Academy American the of a fellow is He London. of Society Royal the of member a foreign is and Society, Philosophical American the and Academy Medicine of National US the Sciences, of Academy National US the of a member is Dr Horvitz America. of Genetics Society the of president as served previously He Public. the and Science for Society the of the of Trustees of chairman Board is and Hospital General Massachusetts the of Trustees of Board the of a member is Dr Horvitz Research. Biomedical for Institute Novartis the of Advisors Scientific of of Board the a member was and Pfizer), by (acquired Pharmaceuticals Idun and Astellas) by (acquired Mitobridge (EPZM), Koch MIT the and Institute for Integrative Research Cancer Research. He is Brain cofounder for of multiple life science companies, including Institute Epizyme McGovern MIT the of a member Hospital, General at Massachusetts (Neurology) neurobiologist Institute, Medical Hughes Howard the of investigator an Technology, of Institute Massachusetts at Biology of Professor Koch H. David the is and Medicine or Physiology in Prize Nobel the received He PureTechHealth. of chair Board Advisory Scientific and advisor a board is PhD, Horvitz, H Robert Board Advisor & Board ScientificChair Advisory Christopher Viehbacher ** Robert PhD** Horvitz, Legion d’Honneur. the honour, civilian highest France’s received and worldwide health improving and commitment safeguarding to outstanding for Award Foundation Pasteur the received has He Ontario. Kingston, at University Queen’s and University MIT, at Duke groups advisory various on served has Mr Viehbacher past, the In in Brussels. Associations and Industries Pharmaceutical of Federation European the of President and America of Washington; in Manufacturers and Research Pharmaceutical the of Board the of chairman Cancer; on CEO the of Roundtable past-chairman Diseases; Neglected on Roundtable CEO the of Gates Bill with include: roles co-chair former advocacy past and Current industry. healthcare the for advocate a strong been has Mr Viehbacher Medicine. Stanford at Fellows of Board The of a member and University of Northeastern a Trustee also is He Biosciences. Vedanta and Nuvelution, Macrolide, Innocoll, Crossover, Boston BeforeBrands Pharmaceuticals Axcella, of Boards the on serves currently Mr Viehbacher America. North GSK of as President US the latterly, and, France Canada, Germany, in GlaxoSmithKline with years 20 spent Mr Viehbacher Sanofi, joining to Prior Boston. in Genzyme of Board the of Chairman the also was and Sanofi of Directors of the Board of member and CEO former the is He allocation. capital billion a $2 has and family Bertarelli associated the with fund investment based a Boston Capital, Point Gurnet of Partner Managing the is Viehbacher Chris Independent Non-Executive Director
the Chairman oftheScientificAdvisory Board.the Chairman He attendsallBoard ofDirectors meetingsasanobserver. Dr Horvitz isnota member ofthePureTech Health Boar
d ofDirectors but isratheranadvisortotheBoard and (alphabetically) team Management received his BA in Biology from Swarthmore College and his PhD in Biomedical Sciences from University of of California, San Diego. University from Sciences Biomedical in PhD his and College Swarthmore from Biology in BA Dr Elenko his received marketing. and strategy development and research acquisitions, and mergers licensing, as such product issues of a range on companies pharmaceutical specialty and 500 Fortune both of executives senior advised he where Company and McKinsey with a consultant to was Prior Dr Elenko Health. PureTech Health, Sonde joining and Therapeutics, Karuna Gelesis, Interactive, Akili including affiliates, of a number of development the led has he where PureTechHealth at officer innovation chief the is PhD, Elenko, Eric Chief Officer Innovation & Chemistry and a PhD in Immunology and conducted his postdoctoral training in Molecular Virology at the the at Virology Kansas State Cancer University Center. Molecular in training postdoctoral his conducted and Immunology in a PhD and Microbiology in & Chemistry degree a BS with Nebraska of University the from graduated Dr Bolen Squibb. Bristol-Myers and Schering-Plough, Roussel, Marion Hoechst at positions R&D senior held 1999, in Dr Bolen Millennium joining to Prior Company. Oncology The Takeda Millennium: at research oncology of head global and officer chief was he scientific Previously, officer. scientific chief and president as Therapeutics Moderna for development research of and aspects all oversaw recently most Dr Bolen system. immune the of regulators key as kinase oncogenes tyrosine as known proteins of a class of discovery the to contributed he where NIH, began the He at career research. his immunology and cancer of forefront the at been has and experience research and of years 30 industry than more has Dr Bolen technologies. new promising pursue and identify to team preclinical and discovery Company’s the with works he where PureTechHealth at officer scientific chief is PhD, Bolen, Joseph Officer Chief Scientific Eric Elenko, PhD Chowrira,Bharatt PhD, JD Joseph Bolen, PhD State University and a BS in Microbiology from the UAS, Bangalore, India. Bangalore, UAS, the from Microbiology in a BS and University Illinois State from Biology Molecular in MS an Medicine, of College Vermont of University the from Biology Molecular in a PhD Law, of College Sturm Denver’s of University the from a JD received Dr Chowrira Biosciences, Vedanta Vor Biopharma. and Therapeutics, Karuna Interactive, Akili of directors of board the of a member Dr Chowrira currently is counsel). patent (chief Pharmaceuticals Ribozyme and &Co) Merck by acquired (GC; Sirna (VP), Therapeutics &Co Merck (COO), Therapeutics Nektar at positions management and leadership various held Dr Chowrira that to Prior Exchange. Swiss SIX the on publicly-traded company 2011from 2013, to a biotechnology Therapeutics Addex of officer executive chief and president was he 2015. of Previously, Spring the in by Pharmaceuticals Teva acquired was 2013 2015,to from which Pharmaceuticals Auspex chief of the was officer Dr Chowrira operating Synlogic, joining to Prior operations. legal and property intellectual resources, human financial, management, alliance development, business and corporate 2015 February to managed and 2017, September oversaw from he where therapeutics, microbiome-based synthetic developing on focused company a biopharmaceutical Synlogic, of president the was Dr Chowrira PureTech Health, 2017. joining to March Prior since PureTech Health at strategy and business of chief and president the been JD, has PhD, Chowrira, Bharatt Strategy and Business of Chief and President
PureTech Health plc Health PureTech Annual report and accounts 2018 accounts and report Annual
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Governance Governance 50 team Management
PureTech Health plc Health PureTech — continued Annual report and Annual 2018 accounts report Biology Laboratory (EMBL) in Heidelberg, Germany and a Master’s degree in Biochemistry from the University of of University the from Nijmegen, The Netherlands. Biochemistry in degree a Master’s and Germany Heidelberg, in (EMBL) Laboratory Biology Molecular European the from Biology Molecular in degree a PhD holds Dr Muijrers AMRO. ABN of part Bank, currently Fortis at markets capital and finance corporate director of position the LSP, held he joining Neurocrine). to Prior MorphoSys, Pharmaceuticals, GW Genmab, (Evotec, activity of areas respective their in leaders became and/or NeuroDerm) Pharma, Kite InterMune, Colucid, (Ablynx, pharma large by acquired were that companies included investments –Q1 2018). Notable 2008 (Q2 period same the during Index Nasdaq the Biotechnology of return the twice than more cent, per 900 of excess in return a total generated that companies, a strategy publicly-traded in investing for responsible was LSP, At Dr Muijrers sciences. with life on group focus investor exclusive a trans-Atlantic Partners), Sciences (Life LSP at partner and manager PureTechHealth, joining to a portfolio was Prior he fundraising. and reporting, regulatory and financial allocation, management, asset portfolio strategic M&A, investment, market public on focused specifically finance, capital and corporate in experience of decades two has Dr Muijrers PureTechHealth. at officer financial chief the is PhD, Muijrers, Joep Chief Financial Officer Joep PhD Muijrers, Ms Daphne Zohar Ms Daphne Stephen Muniz, JD Editorial Advisor to Xconomy to Editorial Advisor including sources, of a number by biotechnology in innovator and leader a top as recognised been has Ms Zohar Company. the for vision her implement help to team a leading assembling PureTech Health, created Ms Zohar lymphatic infrastructure. newly- discovered, in mechanisms foundational oncology and immunosuppressive novel the that approaches harness targeting on focus a near-term with disorders, CNS-related and autoimmune, the for oncology, of treatment immunomodulation tissue-selective on centred is development and research PureTech’s internal leading world’s the of experts. some with collaboration in developed were that candidates therapeutic and platforms ground-breaking includes pipeline PureTech Health The programmes. preclinical novel (FDA) other and review for Administration Drug and Food US the with filed been have that candidates product two with platforms clinical-stage seven include PureTech’saffiliates labs. internal its and affiliates its across model R&D efficient PureTech Health is advancing a rich pipeline of innovative therapies with an unbiased, non-binary, and capital diseases. serious with people on impact great have to potential the with medicines of new categories developing is PureTechHealth biology, human of field emerging this harnessing By approaches. established to therapeutic resistant proven have that diseases in role resulting the and systems these the between into insights connection deep developed has Company The axis. (BIG) brain-immune-gut the of dysfunctions for medicines novel developing company biopharmaceutical advanced an is PureTech Health Directors. of Board the of a member and PureTechHealth of officer executive chief and founder the is Zohar Daphne Founder and Chief Executive Officer England Scholar Award and the NESL Trustee Scholar Award. Scholar Trustee NESL the and Award Scholar England New the Scholarship, in Excellence for Award Taylor L. Amos the awarded been has and Commencement Law of School England 1997 New the of Valedictorian was Mr Muniz laude. cum summa graduated he where Law of School England New the from a JD and Cross Holy the of College The from Accounting and Economics in a BA has Mr Muniz Gelesis. and Follica, Entrega, of directors of board the on sits also Foundation. Mr Muniz Kauffman the by sponsored a programme Fellow, Entrepreneur a Kauffman also was He Court. Appeals Massachusetts the at Dreben Raya Hon. to clerk a law was LLP, Lord Mr Muniz Locke joining to Prior liquidity and transactions. investment in and matters corporate general in companies portfolio their as well as funds science life venture of representation the on focused LLP Lord Locke at practice Mr Muniz’s 10 years. for law practiced he LLP, Lord where Locke of department corporate the in a partner was Mr Muniz PureTech Health, joining to Prior Directors. of Board PureTechHealth’s of a member and officer operating chief the JD, is Muniz, Stephen Directors of Board the of a Member and Officer Operating Chief EY , BioWorld
, MIT’s Technology Review MIT’s Technology . , The Boston Globe Scientific American Scientific , and . She is an an is . She team. The schedule of matters reserved reserved matters of schedule The team. ofmembers the senior management who is byOfficer supported other Executive Chief the to Group the of delegated the day-to-day management has Board the Board, the by approval and decision for reserved are which matters of schedule a formal for Except those decisions. are fully empowered to implement other of members management and Directors Executive the made, Once Board. the by challenge and review of process a detailed after ofmembers management, and only other and Directors Executive the made following presentations by are strategy and policies current to changes or Group the by adopted be to strategy and policies on Board the management. Any decisions made by risk and controls internal of system Group’s the for responsibility overall has Board The targets. those against andtargets monitoring performance operational and budgetary on agreeing by Group the of performance the over control exercises and basis a regular on issues strategic reviews Board The Group. the of success long-term the and affairs its of stewardship proper the for shareholders Company’s the to accountable equally are Directors All Directors. Executive Non- and Directors Executive as roles respective their account into taking collective, is Directors the of responsibility The maintained. is communication with shareholders that and met and understood are shareholders and other stakeholders for ensuring that obligations to responsible also are Directors The • • • • • • are: Board the of roles main The a whole. as Group the of management overall the for shareholders to responsible is Board The of the Board Roles and responsibilities Board The
and governance matters. conduct business Group’s the both for standards and values the setting risk management; and of system Group’s the overseeing meet strategic objectives; to place in are resources human and financial necessary the that ensuring objectives; strategic Group’s the approving Group; the to leadership scientific and business providing shareholders; for value creating following matters: the includes Board the for reserved matters of schedule Company’s The or reputational implications. financial strategic, their to due a whole as Group the to significant those are approval and decision Board for the highest standards of corporate corporate of standards highest the that ensuring and responsibilities its Board the in fulfilling in supporting role essential an play Nomination) and (Audit, Remunerationcommittees Board principal three The management. risk and control internal of oversight and ensure independent functions its out carrying in Board the assist that responsibilities committees to certain specific delegates Board The at www.puretechhealth.com. website Group’s the of section Investors the within or Secretary Company the from request on available is Board the to reserved matters of schedule The • • • • • • • • • • • •
remuneration of the auditors. and appointment the of approval, approval, to subject shareholder and interest; of approving directors’ conflicts considering and, where appropriate, membership of Board committees; and reference of terms of approval Code on Takeovers and Mergers; City the or Rules Transparency and Guidance Disclosure Rules, Listing (FCA) Authority’s Financial Conduct shareholders governed by the and other issued to documents prospectuses circulars, all of approval or subsidiaries; assets Group’s the of disposals major Group; the by acquisitions strategic relating to directors’ remuneration; policies approving and removals, and Board appointments approving control and risk management; internal of system a sound ensuring ofperformance the Group; financial future on impact a material having matter any or practices and policies accounting statement, results half-year and report annual the of approval Group; the of borrowing material and securities any of issue the structure, capital Group’s the to changes budget; expenditure capital and operating annual the of approval objectives; and the Group’s strategic aims approval and monitoring of PureTech Health plc Health PureTech own fields,an innovativeand mindset their of each in network extensive an as well as experience level senior significant has Director Non-Executive Each Group. the to experience and skills of range a wide provide Directors Viehbacher. The Non-Executive Mr Christopher and Shapiro, Dr Bennett Scardino, Marjorie Dame Langer, Dr Robert LaMattina, Dr John Kucherlapati, Dr Raju (Chairman), Ito Mr Joichi are Directors The Company’s Non-Executive Directors Non-Executive Annual Report. this accompanying meeting of notice the in out set are which of details full 2019, May 29 on held AGM be to the at election for themselves offering be will Directors the of all Code, Governance shareholders. In accordance with the the by election for eligible be shall then AGM and following the until only office hold shall Board the by appointed so Board. Any Director existing the to addition an as or a vacancy fill to either a Director, as serve to person any appoint may Board The Board. the on experience and skills of mix diverse and appropriate an is there ensure to Committee Nomination the by reviewed regularly is Board the of composition and size The 72 78. to pages the Directors’ Remuneration on Report in detailed is Directors Non-Executive remuneration of both and Executive the and appointment of terms the to relating policy Company’s The 2018.Board during the of composition the to changes no were There 50. to pages 46 on are provided Directors these of The biographies Directors. Executive Non- six and Directors Executive two Chairman, Non-Executive the Board: the on Directors nine were there Report, Annual this of approval of date the to up 2018 and 31 December at As Board size and composition at www.puretechhealth.com. website Group’s the of section Investors the within or Secretary Company the from request on available are these of All Code. Governance the of provisions the with compliant fully are committees the of each for reference of terms The Board. the by given been has authority delegated which for matters specific the out set which reference of terms own its has committee Each Group. the governance are maintained throughout Annual report and accounts 2018 accounts and report Annual
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Governance Governance 52 and plans operating the delivering for meet the requirements of shareholders, to Group the enable which processes and implementation of and strategy development the for things, other amongst responsible, is She Group. the of management executive the and execution of the Company’s strategy the lead to Zohar, is Ms Daphne Officer, Executive Chief the of role The Board meeting. next the at meetings their following writing in or orally either Board the to back reporting including duties, their out carry committees Board the that ensures also Chairman The Directors. and Non-Executive Directors Executive the between relationship a constructive ensures and informed well kept are meetings, ensuresCommittee that they and Board at Directors Executive contribution of Non- and effective full the facilitates Chairman The communication with shareholders. effective ensuring for and Board the of conduct and leadership the for responsible is Chairman The Officer. Executive Chief the and responsibilities the between Chairman of division a clear is There Ito. Mr Joichi is Chairman Company’s The Officer Chief Executive and Chairman of roles The is conflicted. Chairman the which on matters any on deliberations its in Board the lead will Director Independent Further,where necessary. the Senior Chairman the and Board the of rest as an the intermediary between Senior Independent Director serves the addition, In Officer. Executive Chief or Chairman the through views relay to inappropriate it feel may they that event the in shareholders to Independent Director is to be available Senior the of responsibility A key Scardino. Marjorie Dame is Director The Company’s Senior Independent Senior Independent Director Group’s Internal division. the for drivers key are and companies affiliate Group’s the of directors of boards more or one of members as Directors alsoNon-Executive serve our of most addition, In management. of performance the scrutinise and challenge constructively to placed well is and risk, and performance strategy, independent judgement on of issues Board The
PureTech Health plc Health PureTech — continued Annual report and Annual 2018 accounts report appointment as Chairman. as appointment andcharacter judgement on his to have been independent in Mr Ito considers Board The Code. Governance the in out set criteria Chairman the meets independence the appointment, on that, requires The Governance Code also Directors’ judgement. the affect, to appear could or affect, may which circumstances or relationships from free and judgement and character in independent be to by Board the determined Directors Non-Executive of consists Chairman, the excluding Board, Company’s the above. Accordingly, 50 per cent of at described circumstances (i) and (ii) the notwithstanding judgement, of independent and character are Mr Viehbacher and Scardino Marjorie Dame Dr LaMattina, Dr Kucherlapati, that determined has Board the Therefore, committees. its and Board the of work the to contribution a significant make each they that ensure should Directors these of each by adopted approach judgement, experience and challenging the that satisfied is Board The companies. affiliate the PureTech in and/or interests equity their (ii) and companies; subsidiary other in Directors through their involvement other with links and directorships their (i) considered duly Board the determination, this reaching In Code. Governance Corporate UK. the of purposes the for Directors Executive Non- Independent as Mr Viehbacher Dame Marjorie Scardino and Dr LaMattina, Dr Kucherlapati, regards Board The judgement. Directors’ the affect, to appear could or affect, may which or circumstances relationships from free and judgement and character in independent be to Board the by Directors determinedNon-Executive of consists Chairman, the excluding company, listed premium a UK of Board the of cent per 50 least at that requires Code Governance Corporate UK The Independence strategy. Group’s the deliver to needed and develop the high personnel quality environment to recruit, engage, retain appropriate the providing for and Board the to these on reporting and (KPIs) against key indicators performance for monitoring performance business businesses, Group’s the for budgets Company Secretary. the of services and advice impartial the to access have Directors All and relevant regulatory matters. governance on advised is Board the regulations are complied with and that and rules applicable followed, are for ensuring Board procedures Board the to responsible is Muniz, Mr Stephen Secretary, Company The and insurance indemnity Board support, the table below: table the in forth set are attendance on details 2018, and in meetings scheduled seven had Board The attend. not did Ito Mr which meeting the chaired Zohar Ms need. business by required as basis hoc ad an on as year, well as the during regularly meets Board The need. business by required as basis hoc ad an on as year, well as the during regularly meets Board The Board meetings and decisions Directors and officers. its against action legal of respect in appropriatearranged insurance cover also has Company The misconduct. wilful with or fraudulently acted have to proved is a Director where coverage any provide not would indemnity The office. their of a result as parties third to incurred liabilities of respect in law by permitted extent the to Company the by issued indemnity an granted been have Directors the Indemnity, of Deed a contractual and Company’s of Association Articles the with accordance In expense. Company’s the at advice professional independent take to Directors for There is also an agreed procedure written consent twice in 2018. 2018. in twice consent written unanimous by acted also Board The Muniz Stephen Viehbacher Christopher Shapiro Bennett Scardino Marjorie Langer Robert LaMattina John Raju Kucherlapati Ito Joichi Zohar Daphne Director Board Meetings Number of Attended 7/7 7/7 7/7 6/7 6/7 7/7 7/7 6/7 7/7 basis as required by business need. need. by as required basis business hoc ad an on as year, well as the during boards of meet directors regularly companies. These affiliate company affiliate Group’s the of directors of boards the on serve also Directors Most development and business strategies. technology new on Board the to present formally to opportunity the companies, of affiliate the management senior the as well as team, management ofmembers the Company’s senior gives which US, Massachusetts, Boston, in offices Group’s the at held are meetings Board of majority The and implementation of strategy. its development the to contribute to and Group, the of performance overall the effectively monitor to a position in are Directors all that ensures This required. ofmembers senior management as other invitation, by and, Officer presentations from the Chief Executive receives Board the meeting, each At meeting. the at addressed being topics the for appropriate as provided goals.its Additional information is against businesses Group’s the of each of the operational of performance a summary as well as budget against of performance analysis containing managementquarterly accounts includes information clear. This and such information is accurate, timely that and duties their discharge to them enable to information relevant receive Directors the that ensure to together work team management senior and Officer Executive Chief Chairman, The Officer. Executive Chief the materials and the discuss materials with will receive nonetheless the meeting she or he circumstances, exceptional to due a meeting attend to unable is a Director If materials. background and appropriate presentation and addressed be to matters upon based an agenda include which packages, scheduled meeting detailed Board each of advance in receives Board the and when necessary. Each member of as held are Committees the and/or meetingsSupplementary of the Board attend each meeting. Committee members, are to expected all or, applicable, if Directors all commencement of that year and possible, determined before the is as far so is, year each meetings Committee and Board of schedule The participated. Directors Non-Executive the and Chairman the only which in held session a closed was there Board, the of meeting each At Board The — continued companies as well as its Internal division. Internal its as well as companies affiliate Group’s the of each of operations and business the covering reports and periodically receives the presentations Board the division, Internal and companies affiliate Group’s the facing of thetheir challenges understanding further to continue Directors the that ensure to order in addition, In offering. public initial Company’s the to prior from the Company’s brokers corporate Directors also received presentations The company. quoted a publicly of Directors as responsibilities and duties their on advisors legal Company’s the from briefing induction an received Directors IPO, all the for preparation In and development awareness Induction, operating effectively. are interest of conflicts with deal that the procedures established to believes Board The time. any at Board the by reviewed be may authorisation, any of terms the and matter, conflict appropriate. The authorisation of any is this think they if interest of conflict authorisation to a conflict orpotential giving when conditions or limits impose to able are Directors the addition, promote the Company’s In success. to likely most be will faith, good in consider, they a way in act to obligation overriding their and 2006 CA the under duties general their to regard have must Directors the conflict, any authorise to whether deciding In interest. of conflicts potential or conflicts such any and, where appropriate, authorising established procedures for managing has Board The interest. of conflicts potential or conflicts authorise to Board the permit Association of Articles Company’s The interested. is she or he which in Company the by consideration under arrangement or transaction any Board the to disclose to Company the to owes a director that duty continuing the to addition in is duty This Company. the of interests the with conflict potentially may or conflicts that interest indirect or a direct have can or has she or he which in a situation avoid to 2006) CA (the 2006 Act Companies the under duty a statutory has Director Each of interest conflicts Directors’ these businesses. of oversight and strategy the to andbusinesses contribute significantly the of understanding deep have to This enables service the Directors PureTech Health plc Health PureTech evaluation in compliance with the the with compliance in evaluation its in years three every once least at provider party third independent an of assistance the seeks The Board and performance. effectiveness its reviews periodically Board The performance evaluation and Board effectiveness and shared with members of the Board. the of members with and shared and recommendations, will be prepared observations Dr Long’s with together review, the of results the of A summary workshop. the in discussed concepts the implements it as Dr Long with consult to continue will Board The • • • • • • • evaluated also following: the Directors the Dr Long, with consultation In duties. its out carrying effectively is Board the that concluded was It future. the for PureTech of prepare and success the to contribution its optimise could Board the how on ideas exchanged Directors the which during Dr Long by led thereafter was A workshop pre of a number held initially Dr Long Dr Long. to provided questionnaires in Directors the by identified as challenges and strengths Board’s the on focused evaluation The Board. Company’s the of effectiveness of evaluation an conduct to advisor, party third- independent an Long, Dr Tracy engaged 2019, Company the January In Committees. its and Directors individual its a whole, as Board the of effectiveness the covering Secretary, Company the Independent Director, assisted by Senior the by led evaluation Board facilitated internally an out carry Governance Code, and will otherwise
and the governance framework. Committees of reporting and use Boardinformal time; and and formal of use management’s planning; succession and voices, of blend its composition, Board’s the Directors; Executive Executive andbetween Non- relationships and roles the and contribution; collective and encouragement of individual Chairman, the of leadership the making; decision and debate its of quality the and Board, the of objectives and role the of clarity communication channels; relationships and shareholder and stakeholder ‑ briefings with the Directors. theDirectors. with briefings Annual report and accounts 2018 accounts and report Annual
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Governance Governance 54 follows: as are approved, these financialstatements were date the to up and year financial the during place in been have which of all system, control internal Group’s the of misstatement or loss. The key elements material against assurance absolute not and reasonable only provide can and failure of risk eliminate than rather manage to designed are systems such that recognises it however, Group; the of success the to critical as control internal of system a rigorous of operation effective the views Board The systems. these of effectiveness the reviewing for and systems control internal and monitoring establishing for responsible is Board The 31 December 2018. throughouteffective the year ended be to considered were and Directors of Board the of Committee Audit the by reviewed 2018, were of whole the during place in were controls internal Group’s The Reporting. and Business Financial Related and Control Internal Management, Risk on Guidance the in contained guidance the of importance the recognises fully Board The Internal Control at www.puretechhealth.com. website Group’s the of section Investors the within and Secretary Company the from request on available are committee each of reference of terms The Report. Annual this in contained reports committee the respective in out set is year the throughout and the attendance of the members Board the of committees three the Committee. The composition of and theCommittee Remuneration Nomination Committee, the Audit the committees: three has Board The Board the of Committees review. under Director Executive the deemed necessary, in the absence of as basis, ongoing an on Board the by reviewed be will Directors Executive of deemed necessary. The performance as Chairman the by reviewed be will Board the on Directors the of each of performance The Chairman. the to feedback provide will Director Independent Senior the which following Chairman’s the performance, appraise Independent Director, will periodically Senior the by led Directors, Executive Non- the above, the to addition In Board The
PureTech Health plc Health PureTech — continued Annual report and Annual 2018 accounts report these risks is set out on pages 36 to 38. to 36 pages on out set is risks these manage to taken steps the and Group the affecting risks key the of A summary risks. these mitigate possible, extent the to and, monitor to place in put are procedures appropriate and annually least at Board the by reviewed formally are Risks uncertainties. and risks key of a number to subject are strategy and objectives its of implementation the and Group the of operations The and uncertainties Principal risks budget. the against measured receives details of performance actual regularly and budgets operating annual the approves Board The IFRS. with of financialstatements in accordance preparation the permit to fairly and are recorded accurately transactions accounting records are maintained and adequate ensure that controls and systems place in having by accounts forprocess preparing consolidated the with associated risks significant manages and evaluates Group The reporting systems Information and financial 38. to 36 pages on out set are mitigations, relevant the as well as Group, the by faced uncertainties and risks key The deemed appropriate. if frequently more reviewed be may although of performance business units basis, on a quarterly companies affiliate and division Internal its and Group the of performance the reviews and basis, on a regular companies affiliate all and division Internal its regarding update an obtains Board The risks. these manage to place in are procedures and controls andbusiness, ensures that appropriate the in inherent risks the evaluates and identifies actively Board The and Identification evaluation ofrisks by Board. the periodically assessed is control internal of systems of the reviewed and the effectiveness These policies and procedures are areas. risk compliance and operating key covering established have been policieswritten and procedures the whole organisation. Detailed are communicated clearly throughout values these and ethics, and integrity valueshighest surrounding quality, the adopts It accountabilities. and responsibilities defined with structure organisational a clear has Group The Control environment and procedures contact is through the Chief Executive Executive Chief the through is contact shareholder Board’sThe primary place. takes dialogue a satisfactory that ensure to a whole as Board the of implementation. It is the responsibility its oversee to ability Board’s the in and Group the of strategy term longer and medium the in shareholders its amongst of and confidence understanding a greater ensure to essential is this that believes it as shareholders with dialogue a continuous to committed is Company The Relations with stakeholders changing that policy. that changing of intention no has it and parties make to contributions cash political political expenditure or otherwise incur to not policy Board’s the is It Political expenditure Group announcements. recent all of details and businesses, its of details Group, the of activities the of overview an includes website The Group. the on information of source iswww.puretechhealth.com the primary at website Group’s The ask questions. to opportunity the have AGM will the attend who Shareholders AGM. the after website Group’s the on published be will voting proxy all of results The service. CREST the through and website Registrar’s the through voting proxy electronic offer to proposes Company the AGM process, the in participate to shareholders encourage to addition, In resolution. each on vote their withhold to or against or for AGM vote to the attend to unable are who shareholders allow forms proxy and issue each proposes separate resolutions for Board the Code, Governance the with compliance To Notice. ensure the with included are thereto notes explanatory the and resolutions the of Details report. this with EC1A 4HT, enclosed is London Street, LLP, 160 Aldersgate UK Piper 2019 DLA May at 29 on pm 3.00 at held be will AGM, which the of Notice shareholders. its with to communicate as an opportunity AGM the use to plans Company The andtheir concerns. issues understand to order in stakeholders other and shareholders major with contact for available themselves as appropriate,Directors, make Independent Director and other Senior the Chairman, The Officer. is committed to encouraging their Group the a result as and success, its to fundamental are employees The Group’s management and laws. such on based implemented policies and procedures has and 2010, Act Bribery the including UK, the of laws the by bound is Group tosystems counter bribery. The and implements and enforces effective andapproach to corruption bribery tolerance a zero takes Group The patient community. wider the and government the partners, shareholders, employees, its its its including stakeholders its of all of interest the to regard due have staff and Directors its ensuring and operates, it wherever relationships and dealings in business all its integrity with and fairly professionally, acting to committed is Group The manner. ethical andhonest, socially responsible an in activities business and operating its of all conduct to PureTech seeks social responsibility Our and ethics business relationships. business and conduct their in staff guide help to designed standards and values adopt to and employer a responsible be to practice, best established with accordance in business its conduct to PureTech endeavours the environment. on as minimising overall the impact environment for employees as well a safe ensuring while business the growing to committed is Group The stakeholders. its of all and employees its of needs the respect to and operates it which in communities the to contribute to manner, responsible a socially in business its conduct to PureTech aims Health Policy statement Corporate Social and Responsibility financial year. Group’s the as same the is period reporting The impact. environmental Group’s the on details wider as well as emissions, GHG of reporting voluntary our 2018 included year, have the we For practice. best for striving standards, industry specific to operate can companies affiliate these that and requirements regulatory and legislative applicable future meet to place in is strategy appropriate an that demonstrate also should legislation. affiliate These companies and social ethical environmental, applicable existing with comply also companies affiliate its that important it considers therefore Group The companies. affiliate its of operations and nature the through indirectly occurs impact significant more the that recognise does Company the environment, the on impact limited haveoperational activities a relatively day-to-day Group’s the Though markets. our in where such regulation exists greenhouse gas (GHG) emissions, regulations on emissions, including current all with complies Group The manner. sustainable and responsible business operates in an environmentally our that ensure to responsibility our recognise firmly we However, low. relatively as Group the of impact we consider the environmental direct Group, the of size overall the Given Greenhouse gas emissions mentors. and coaches as acting staff of members senior with learning, developmentstaff through work-based performance. Emphasis is placed on overall Group’s the maximising of aim the with development ongoing PureTech Health plc Health PureTech presentation of this data: and preparation the in Verco by applied was followingThe methodology associated with the Group’s operations. emissions GHG the verify and quantify Verco, to adviser, a specialist of Group has employed the services the reporting, Group’s the For Methodology is responsible. Group the which for 3emissions and 1, 2 Scope the determining for basis organisational boundary. This is the our define to order in used been has An operational control approach consolidated financialstatement. Group’s the within fall sources These RegulationsDirectors’ Reports) 2013. and Report (Strategic 2006 Act sources required under the Companies emission the of all on reported We have and scope of emissions boundary Organisation • • • • •
credits (orcredits equivalents). carbon purchase not does Group the presentation of emissions gross as equivalents, or CO dioxide carbon in expressed gases, Kyoto applicable the all of inclusion supplies;electricity for factors emission market-based application and of location-based – methods reporting Scope 2 new the of implementation GHGcalculate emissions; to activities Group’s the to factors application of appropriate emission GHG Protocol); Resources Institute (WBCSD/WRI Development and the World for Sustainable Council Business World the by published the Greenhouse Gas Protocol Annual report and accounts 2018 accounts and report Annual 2 e; and e;
55
Governance Governance increased considerably years. between has number employee total Group’s The FY2016. and FY2017 FY2018, between a comparison show we so Group the for reporting of year third the is This 56 scope by emissions of Breakdown Key figures • • 31 December 2018 were: ending year the in operations Group’s the from emissions 1, 3GHG 2and Scope total The Absolute Emissions Corporate and Social Responsibility 2% 2% oca on a e ar e a e onne o
Scope 2 emissions. for methodology emission factor Scope 2 emissions; for methodology emission factor 1,378.7 tonnes of CO of 1,378.7 tonnes CO of 1,378.7 tonnes (tCO (tCO Scope 1 PureTech Health plc Health PureTech 11% 11%
2 2 e) using a ‘market-based’ a ‘market-based’ e) using a ‘location-based’ e) using Scope 2 e
Annual report and Annual 2018 accounts report 2 2 equivalent equivalent
Scope 3 — continued
tonnes of CO of tonnes of metrics the on below reported are emissions, the Group’s GHG emissions absolute the reporting as well As Ratio Intensity headquarters. office Company’s the at gas natural of use increased to due increased has Scope 1 consumption. in increase to an due doubled have emissions and more commuting. Scope 2 travel), air (especially travel business more employees, more being there to due is which increase significant most the had have 3emissions Scope scopes. three all across increases in total emissions. There have been increase an been has there Overall, and tonnes of CO of tonnes and given that the majority of emissions emissions of majority the that given metrics appropriate most the are These areas. occupied the of metre square
2 equivalent per employee 2 equivalent per 87% 87%
0.09 tCO 0.09 successful in this regard. this in successful been has it whether year each report will and year each space office of employee and per square meter or reduce GHG its emissions per maintain to is objective Group’s the operations, Group’s the of impact GHG low comparatively the Given Target and Baselines market-based method. method and the the location-based increased from 0.07 tCO 0.07 from increased have metrics intensity 2018, the For employees. the of activities day-to-day the and offices Group’s the of operation the from result per FTE to 0.78 to tCO FTE per 1.58 tCO from decreased have method. The employee number metrics based method and the market-based 2 e per m e per 2 for both the location- 2 e per FTE using using FTE e per 2 e per m e per 2 e 2 to to Scope 3 Scope Subtotal (market-based) Subtotal (Market-based Scope 2) emissions Total GHG Subtotal (location-based) Subtotal 2 Scope 2 Scope Total GHG emissions emissions Total GHG Scope 3 Scope applicable practice. established best with line in business the conduct to and business its to applicable rules and regulations laws, all with comply to seeks Group The relationships. business and conduct their in employees guide and help to designed values corporate promote which standards adopted has and employer a responsible as operate to seeks Group The policies and human rights Employee diversity, employment 5 4 3 2 1 Scope(Location-based 2) 1 Scope GHG emissions Corporate and Social Responsibility
downstream emissions (market-based) emissions downstream downstream emissions (location-based) Scope 3 being all indirect emissions (not in Scope 2) that occur in the value chain of the reporting company, including both upstream and and upstream both including company, reporting the of chain value the in occur that 2) Scope in (not emissions indirect all 3being Scope and upstream both including company, reporting the of chain value the in occur that 2) Scope in (not emissions indirect all 3being Scope use. own Group’s the for purchased cooling and steam heat, calculations), market-based (from electricity 2being Scope use. own Group’s the for purchased cooling and steam heat, calculations), location-based (from electricity 2being Scope facilities. of operation and fuel of combustion Group’s the from emissions 1being Scope 1 5 3 4 2
1,378.7 1,378.7 1,199.9 1,199.9 — continued 178.8 178.8 145.6 145.5 Tonnes 33.3 CO 2 e 2018 enters into uphold these principles. these uphold into enters Group the transactions all that ensures and Rights Human of Declaration Universal UN the in out set as people all of rights the supports Group The adjacent illustrations. the in seen be can gender by staff of 2018). A breakdown 31 December at (as employees full-time 225 has companies, affiliate including The Group, otherwise. or disabled whether and religion origin, ethnic gender, orientation, sexual of age, regardless of employees, career development and promotion training, selection, the in opportunity equal of one is policy Group’s The Tonnes per m 0.09 0.09 0.02 0.07 0.07 CO — — — — 2 e 2
per FTE Tonnes 0.78 0.78 0.15 0.64 0.64 CO — — — — 2 e
145.3 937.2 145.2 937.0 120.2 120.1 791.9 791.9 Tonnes 25.1 CO 2 e Tonnes PureTech Health plc Health PureTech per m 0.07 0.07 0.01 0.06 0.06 CO — — — — 2017 2 e 2
31 December 2018. of as gender by staff Company’s the of a breakdown is following The gender by staff of Breakdown 1 Staff Director Senior Management Board of Directors of Board per FTE
Tonnes 1.58 1.58 0.76 0.82 0.82 CO at 31 December 2018). 31at December full 225 has companies, affiliate including The Group, companies. Does not include employees of affiliate affiliate of employees include not Does — — — — 2 e
Annual report and accounts 2018 accounts and report Annual 116.5 625.7 100.2 605.9 509.2 505.7 Tonnes 24.4 92.1 75.8 CO 2 e 1 2016 ‑ Female 8 (67%) 8 5 (38%) 5 2 (22%) 2 tim Tonnes per m 0.06 0.05 0.01 0.04 0.04 CO e employees (as (as e employees — — — — 2 e 2
Male 4 (33%) 4 8 (62%) 7 (78%) 7 per FTE Tonnes 1.39 1.19 0.29 1.10 0.90 CO
— — — — 57 2 e
Governance Governance 58 31 December 2018 to 16 April 2019. 2018 16 to April 31 December from interests such in changes no been 131. page have There statements, financial 76 24 the to note page and Directors’ Remuneration on Report the in out set 2018 are 31 December of as Company the of capital share the in directors of interests the of Details AGM. upcoming Company’s reappointment by the at members the for themselves offer will and office from retire shall directors All 76 report. page this of on forth set is directors the of contracts service the of terms the of Descriptions incorporated into this report. be to deemed are and 50 to 46 pages on found be can directors the of found below and details biographical be can Board the of membership The Directors 2015. 24 June on Exchange Stock London the of market main the on trading to and Authority Listing UK the of List Official the of segment listing premium the to admitted was Company The Kingdom. United 3AE, EC4A London, Street, Andrew Floor, 6 St 5th at situated office registered its with UK the in shares by limited company 2015 a public 8 May as The Company was incorporated on report. this with conjunction in read Remuneration which should Report, be Directors’ the and report Strategy the to reference cross of way by incorporated been have report this in inclusion disclosureCertain requirements for 31 December 2018. ended year financial the for statements financial consolidated audited the and report their present Directors The year 31 for the ended Report 2018 December Directors’ Mr Stephen Muniz Mr Stephen Viehbacher Mr Christopher LaMattina Dr John Kucherlapati Dr Raju Langer Dr Robert Shapiro Dr Bennett Scardino Dame Marjorie Zohar Ms Daphne Ito Mr Joichi year. 2018 financial the during Company the of Directors as served have following The
PureTech Health plc Health PureTech Annual report and Annual 2018 accounts report Chief Operating Officer and Company Secretary Company and Officer Operating Chief Director Non-Executive Independent Director Non-Executive Independent Director Non-Executive Independent Director Non-Executive Director Non-Executive Senior Director Independent Chief Officer Executive Non-Executive Chairman or in voting rights. voting in or securities of transfer the on restrictions in result may that shares Company’s the of any agreements holders between of aware not are Directors The legislation. UK relevant and Association of Articles the by governed are which them, to attached rights voting of exercise the on or shares ordinary of transfer the on restrictions no are There Company. the of control to regard with rights special no are there and respects all in passu pari rank and up paid fully are shares ordinary issued Company’s the of All Rights of shares ordinary statements, page 116. 14 financial note in the to found be can capital share issued in movements on Details shares. ordinary of class a single comprises capital share ordinary issued Company’s The statements, page 116. 14 financial note in the to out set are capital share on Details each. £0.01 of shares 282,493,867 at stood Company the of capital share issued ordinary 2018, the 31 December at As Share capital ended 31 December 2018 (2017 nil). year the for a dividend of payment the recommend not do Directors The 102). page 1on note see adjusted, (2017 $75.1 million $70.7 –as million year ended 31 December 2018 of the for a loss generated Group The Results and dividends save for specified certain provisions. Relationship Agreement shall terminate the shares, Company’s the over rights voting the of more or cent per 30 hold to ceases associates) its with (together Invesco If Invesco. by terminated be the Relationship Agreement may List, Official the to admitted be to ceases Company the or Company the of control acquires person any If independently of Invesco. business its on carrying of times all at capable is Company the that ensure to is Agreement Relationship the of Company’s IPO. purpose principal The the at force into came which (Invesco), Invesco Management Asset Limited with Agreement a Relationship into entered Company 2015, 18 the On June shareholder. principal its with Company agreement entered into by the relationship the describing a statement below out set has Company the R, 9.8.4(14) Rule Listing with accordance In Relationship Agreement Company. the in interest a disclosable in interested beneficially is or holds person other no aware, are Directors) its (and Company the as far so shown, as than Other Directors’ Remuneration Report). 76 page the of on detailed are which Directors the of interests than (other capital share ordinary its in more or cent 3 per of interests 59 hold page on listed been advised that the shareholders had 2019, 16 at Company April As the shareholders Substantial Directors’ Report for the year ended 31 December 2018 31 December ended year the for Report Directors’ under review. agreement, through the relevant period the of date the from Agreement Relationship the in out set provisions have, complied with the independence associates its and Invesco aware, is it as far so in and, has Company The basis. commercial a normal on and length arm’s at be, will and are, Invesco and Company the and relationships transactions between all that ensure and affiliates, its and business independently from Invesco its on carry to Company the enable of the Relationship Agreement terms the that believe Directors The • • • • shall: concert in acting is it whom with person any and associates its that procure to endeavours reasonable all use to undertakes Invesco that The Relationship Agreement provides Recordati SA Ltd. Management Asset Jupiter &Co Gifford Baillie International Limited Partners Lansdowne Limited Management Asset Invesco Shareholder
Relationship Agreement. the of provisions the of any breach or undermine with, inconsistent be would which Company the of Association of Articles the to it to procure any amendment by held shares the to attaching rights voting its of any exercise not and Rules; Listing the of application intended to, circumvent the proper be to appears to, or intended is which resolution a shareholder of proposal the procure or propose not concert; in acting is it whom with person any and associates its business independently of Invesco, its on carrying from Group the of precluding or inhibiting any member or Rules Listing the under obligations its with complying from Company the preventing of effect the have would that action any take not Rules; 11 Listing the of requirementstransaction of Chapter party related the with accordance in and basis commercial a normal on and basis length arm’s an on Group the of member any with relationships and transactions arrangements, allconduct agreements, ended 31 December 2018 (2017 nil). year financial the during Company the by made were purposes charitable for No contributions/donations charitable DonationsCharitable 31 December 2018 (2017 nil). ended year financial the during office public for candidate or official elected politician, party, political any to Group the in company affiliate any or Company the by made were purposes political No political contributions/donations for Political donations 52. page on insurance and indemnity of description further See insurance. liability be covered by directors’ and officers’ to continue and been have companies affiliate its and Company the of officers and Directors addition, In Act. Companies the by permitted extent the proceedings brought against them, to defending in them to attaches that liability any against Directors its of each to indemnities party third qualifying granted has Company the report, this of date the at As (Directors’ indemnities) liabilities Directors’ 2019 AGM. the at proposed are of the shareholders. No amendments meeting a general at resolution special by amended be only can Company the of Association of Articles The of Association Articles 51. page on Report Governance Corporate the in found be can Board the for reserved matters the of Details Directors. of Board the by managed is Company the of business the directions given by special resolution, UKAssociation, legislation and any of Articles Company’s the to Subject Powers of the Directors respects. all in shares ordinary other the with passu pari rank Invesco by owned shares ordinary The — continued 31.9 3.4 6.5 9.0 9.7 PureTech Health plc Health PureTech % relations programmes. and development of community development of sustainable principles the to commitment and values core Company’s the outlines the Company’s operations, and and employment of performance health and safety, environmental the on focuses report this of section The and Corporate Social Responsibility environmental matters developmentSustainable and 54. page on Report Annual the of and the Governance Corporate section statements financial 21 the to note in found be can instruments financial with associated risks the to exposure and policies, and processes control internal and management risk financial The Financial instruments Report. Committee Audit the and Report Committee in the this Nomination Report, provided is Company the by applied Governance Code have been Corporate UK the in out set provisions the how to as explanation Further Governance Code. Corporate UK the in out set provisions the with complied and principles main ended 31 December 2018, applied the year the throughout has, Company the that consider Directors The www.frc.org.uk. Financial Council website at Reporting the at available is Code Governance Corporate UK 2016. The April in of the Governance Code published practice best the with compliance and standard of corporate governance a high to committed are Directors The Governance Code Compliance with the UK Corporate Company. the of of a takeover as a consequence office of loss for a Director or employee an to paid be to compensation for provide which Director any or employees its of any and Group the in company affiliate any or Company There are no agreements the between agreements Significant Annual report and accounts 2018 accounts and report Annual
59
Governance Governance Directors’ Report for the year ended 31 December 2018 31 December ended year the for Report Directors’ 60 candidates in multiple sclerosis (MS) product advance to funds these use to plans also Akili preparations. regulatory milestones and commercial key AKL-T01 of through progression treatment candidates, including the digital of prescription pipeline Akili’s advance to used be will financing investors. Proceeds from the existing and new both from round Cfinancing Series million a $55 completed PureTech, successfully of affiliate an 2018, Akili, 8May On disorders. gastrointestinal of candidates additional for product advancement of the Gelesis pipeline clinical the and operations, company launch preparations,product commercial-stage manufacturing, support to used be will financing the of Proceeds Invesco. $18 from million PureTech from and million $5.0 including investors, existing from round financing million a $30.0 completed PureTech,of successfully affiliate an 2018, Gelesis, 1March On consumer-facing path. a more to technology that move to decision a strategic of part as was acquired by Bose Corporation Project Sync 2018, The 18On February IPO. the in stock 233,333 shares of resTORbio common symbol TORC. PureTech purchased ticker the 2018 under January 26 on Market Select Global Nasdaq shares commenced trading on the estimated offering expenses. The anddiscounts commissions and underwriting before deducting $97.8 were million, offering the from additional shares. The gross proceeds 850,000 to up purchase to option their of underwriters the by full in exercise the included which share, $15.00 per of price offering a public at stock common of shares 6,516,667 of IPO its of closing the PureTech,of announced affiliate an 2018, resTORbio, Inc., 31 January On undertaking subsidiary major by equity of Issuances 130 131. to pages on statements financial 24 the of note in found be can transactions party related of Details transactions Related party 57. to 55 pages onSocial section Responsibility and Corporate the in provided concerning GHG emissions, are performance, as well as disclosures and policies Company’s the of Details
PureTech Health plc Health PureTech Annual report and Annual 2018 accounts report financing fromround newand Series A million a $42 completed PureTech,of successfully affiliate an 2019, Vor 12 Biopharma, On February Subsequent Events 65. page on out laid are controls Committee’s of assessment internal Audit The 38. to 36 pages on out set are faces Group the risks principal The Risk and internal controls 14 17. to pages on Report Strategic the in found be can developments future companies’ affiliate and division Internal Information on the Company and its Future developments business below. Events in Subsequent See also issuances described equity (rCDI). infection Clostridium difficile recurrent in VE303 of 2study Phase initiated recently the and cancers, metastatic or and Opdivo (nivolumab) in advanced VE800 of 1b/2 study a Phase allergy, VE416 of food 1/2 in study a Phase derived candidates, product including of microbiome- pipeline Biosciences’ Vedanta advance to used be will financing the from Proceeds Invesco. from PureTech million $5 from and million $5 including investors, existing and new from round Cfinancing Series million a $27 completed successfully PureTech,of affiliate an Biosciences, On 21 December 2018, Vedanta funding. in additional $13 raising million Cfinancing, Series its PureTech, announced the expansion of of affiliate an 2018, Akili, 9August On opiate pain indication. a non- including areas, therapeutic other into expansion the 2018of and quarter third the in schizophrenia with patients in 2trial a Phase of initiation the KarXT, including candidate, product lead its advance to used be will financing the from Proceeds equity. into debt outstanding of conversion upon shares in million $22 of issuance financing round, includingthe Series A million a $42 completed PureTech,of successfully affiliate an Therapeutics, 2018, Karuna 1August On PureTech’s financialstatements. Akili has been deconsolidated from therefore and Akili of stock voting the of a majority holds PureTech longer no financing, this of a result As pipeline. product its broaden to and trials and to depression potential registration — continued
completed a $68 million Series B B Series million a $68 completed PureTech,of successfully affiliate an 2019, Therapeutics, 15On March Karuna malignancies. haematologic treat to pipeline its build further to and clinic, the towards (AML) leukaemia myeloid acute of treatment the for stem cell (HSC)-based candidate Vor’s lead engineered haematopoietic advance to used be will financing the existing investors. Proceeds from conjunction with diet and exercise. and diet conjunction with in adults with a Body Mass Index Index Mass a Body with adults in management weight for aid an as PLENITY™ for FDA clearance 2019, announced 14On April Gelesis sales. product on royalties to addition in milestones, sales and development in million $200 than more receive to eligible is and milestones, preclinical and support, research payments, upfront including million, $26 to up agreement, PureTech Health will receive the of terms Under platform. targeting PureTech’susing lymphatic candidates product immuno-oncology Boehringer Ingelheim to advance with a partnership into entered 2019, 16On April PureTech Health fund commercialisation activities. to and types device and conditions capability across additional health its expand to used be will Proceeds equity. into debt of conversion upon shares in million $6 of issuance the including Around, a $16 series million PureTech,of completed affiliate an 11 2019,On Health, April Sonde equity. into debt of conversion upon shares in million $2 issuing financing, B Series its expanded further Karuna 2019, 8April On funding. additional in $12raising million financing, Series B announced the expansion of its 2019, Therapeutics 1April Karuna On infrastructure. company build to continue to and pipeline; formulations of KarXT; expand the new progress to pain; and psychosis geriatric including indications, new several into KarXT of development the advance to used be will financing from PureTech. Proceeds from the million $5 and equity, into debt of conversion upon shares in million $5 of issuance the including investors, financing fromround newand existing (BMI) of 25 of (BMI) ‑ 40 kg /m 2 , when used in in used , when Financial Statements listed in the table below. table the in listed Statements Financial and Report Annual the of sections the in found be can disclosed be to required information 9.8.4R, LR of the purposes the For ofDisclosure information under Listing Rule 9.8.4R 72. page on Remuneration on Report Annual the in found be can 401K Plan Company’s the on Information Pension schemes 2019. 24 April dated be to shareholders to a circular in contained be will business, of items the of explanation an with together Meeting, the of Notice The EC1A 4HT. London Street, LLP, UK Piper 160 Aldersgate 2019 DLA May at 29 on pm 3.00 at held be AGM will The Annual General Meeting statements. financial the preparing in basis concern going the adopt to continue they For this reason, 2022. of quarter first the into existence operational in continue to resources adequate has Group the that expectation a reasonable have Directors The Going concern 14 17. to pages on Report Strategic the in found be can activities development and research Group’s the on Information Research and Development be proposed at the forthcoming AGM. forthcoming the at proposed be will reappointment their proposing a resolution 2015 in and appointed was Company, the of Auditor LLP,KPMG external the of auditor Appointment Group. the of advisors or consultants employees, Directors, officers, any or Group the of by part the on or conduct improper or obligation legal of breach wrongdoing, alleged any Officer Operating Chief the or Officer Executive Chief the to report to encouraged are staff which under policy a whistleblowing has Group the addition, In corruption. of form other any or bribery in engaging from employees Group’s the prohibits which policy corruption and has anti-bribery also an Group The honesty. and integrity of standards highest the with business its conduct to times all at seeks Group The and corruption anti-bribery Whistleblowing, shareholder. controlling the with agreement relationship of respect in statements Board review. under period the during payable are which dividends to relating those with waiver, together such of details dividends, waive to agreed has a shareholder Where a shareholder. by dividends future or dividends of waiver of Details shareholder. a controlling by services of provision any of Details shareholder. a controlling and subsidiaries) its of (or one Company the between significance of contract any of Details interested. materially was or is a Director which in significance of contract any of Details subsidiary. a listed by a placing in participation parent of Details undertaking. subsidiary major unlisted any by cash for equity of issues non-pre-emptive any of Details cash. for equity of issues non-pre-emptive any of Details Company. the from emoluments, future any waive to or agreed emoluments, waived has a Director which under arrangements any of Details schemes. incentive long-term any of Details information. financial unaudited of publication the to relation in required Information relief. tax related any of details and review under period the during capitalised interest of amount the of A statement Listing RuleRequirement 2018 31 December ended year the for Report Directors’ — continued
PureTech Health plc Health PureTech Location inAnnualReport page 58 Invesco Relationship Agreement, N/A N/A N/A page 58 Invesco Relationship Agreement, N/A Directors’ Report,page60 N/A Financial Review, page41 N/A page 72 Directors’ RemunerationReport, N/A N/A Annual report and accounts 2018 accounts and report Annual
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Governance Governance Directors’ Report for the year ended 31 December 2018 31 December ended year the for Report Directors’ on the same basis. basis. same the on parent Company financialstatements the prepare to elected have and law applicable and EU) the by adopted as (IFRSs Union European the by adopted Financial Standards Reporting as in accordance with International statements financial Group the prepare to required are they law that year. Under financial each for statements financial Company parent and Group prepare to Directors the requires law Company regulations. law and applicable instatements accordance with financial Company parent and Group the and Report Annual the preparing for responsible are Directors The financial statements the and Report the Annual ofresponsibilities in respect Statement of Directors’ 2006. CA the of 418 Section of provisions the with should be interpreted in accordance and given is confirmation This 62 • • confirmsthat: Report Annual this of approval of date the at a Director is who persons the of Each ofDisclosure information to auditor
that information. of aware is Auditor Company’s the information and to that establish audit relevant any of aware herself himself/ make to order in a Director as taken have to ought he/she that steps all taken has Director the and unaware; is Auditor Company’s the which of information audit relevant no is there aware, is Director the as far so PureTech Health plc Health PureTech Annual report and Annual 2018 accounts report Directors are required to: required are Directors the statements, financial Company parent and Group the of each preparing In period. that for loss or profit their of and Company parent and Group the of affairs of state the of view fair and a true give they that satisfied are they unless statements financial the approve not must Directors the law company Under fraud and other irregularities. irregularities. other and fraud detect and prevent to and Group the of assets the safeguard to them to open reasonably are as steps such taking for responsibility error, have general and or fraud to due whether misstatement, material from free are that statements financial of preparation the enable to necessary is determine they as control internal such for responsible are They 2006. Act Companies the with comply statements financial its that ensure to them enable and Company parent the of position financial the time any disclose with reasonable at accuracy and transactions Company’s parent the explain and show to sufficient are that keeping adequate accounting records for responsible are Directors The • • • • •
but to do so. so. do to but alternative realistic have no or Company or to cease operations, parent the or Group the liquidate to accounting they unless either intend of basis concern going the use and concern; going to related matters applicable, as disclosing, concern, a going as continue to ability Company’s parent and Group the assess EU; the by as adopted prepared in accordance with IFRSs been have they whether state reliable; and relevant reasonable, are that estimates and judgements make consistently; them apply then and policies accounting suitable select — continued our knowledge: of best the to that We confirm financial report of in the respect Directors annual of statement theResponsibility legislation in other jurisdictions. financialstatements mayfrom differ preparation and dissemination of the governing UK the in Legislation website. Company’s the on included andcorporate financial information the of integrity and maintenance the for responsible are Directors The those regulations. and law that with complies that and Corporate Governance Statement Directors’ Remuneration Report, Report Directors’ Report, a Strategic preparing for responsible also are Directors the regulations, and law applicable Under By Order of the Board the of Order By model and strategy. position and performance, business Group’s the assess to shareholders for provides the information necessary and balanced and understandable fair, is a whole, as taken accounts, and report annual the We consider • Stephen Muniz • 16 April 2019 16 April Company Secretary
as a whole; and and a whole; as included in the consolidation taken the Company and the undertakings of loss or profit and position financial liabilities, assets, the of view fair and a true give standards, accounting of set applicable the with accordance in prepared statements, financial the that they face. face. they that and uncertainties risks principal the of a description with together a whole, as taken consolidation included in the the undertakings and issuer the of position the and business the of performance and development the of review a fair includes report strategic the
pages 46 to 48. to 46 pages Committee can members be found on the of biographies The date. such of the Nomination as of Committee members. Dr Shapiro stepped off other its as Mr Ito and Dr Langer designating and Chairman, as Scardino Marjorie Dame appointing composition of the committee, the changed Directors of Board the 2018, when 7February until Shapiro Dr Bennett and Ito Mr Joichi Chairman, committee’s the as served who Langer, Dr Robert of The Nomination consisted Committee membership Committee www.puretechhealth.com. on Company’ssection website at Investor’s the within and Secretary Company the from request on available Committee’s Terms of Reference is the of copy A full matters. such on recommendations to the Board andmembers, makes appropriate replacement Directors and Committee and additional of appointments and retirements Board, the of Committees and Board the of composition and structure size, the and experience and knowledge skills, of balance the is responsibleCommittee for evaluating Nomination The arise. may need the Directors or Committee as members as appointed be to candidates potential identifying and structure Board’s the reviewing periodically for responsible also is It Board. the of Committees any and Board the of up relating to the composition and make- responsibilities Board its in discharging the The Nomination assists Committee responsibilities Committee Committee Nomination of the Report
Marjorie Scardino Scardino Marjorie Committee Nomination Chairman,
attended theattended meeting. wereOperating Officer invited to and Chief the and Officer Executive Chief The meeting. that in participated Mr Ito and Dr Langer Scardino, Marjorie Dame requirements of the Governance Code. the of light in Board the of composition and size structure, the review to time Nomination met one Committee 2018, the During Directors. new of appointment the to regard with Board and make recommendations to, the of, process selection the initiate to The Committee as meets required Nomination Committee. the on service their in judgement Directors’ the affect, to appear could or affect, may which circumstances or relationships from free and judgement independent in and character be to Dr Langer and Scardino Marjorie determined has Board the suchCommittee. consideration, After Nomination the on service their impact may matters these which to extent the considered duly also Board The Company. the of Director a founding is Langer Dr that circumstance the (iii) and companies; affiliate the PureTech and/or in Health interests equity their (ii) companies; affiliate other in involvement their through Directors other with links and duly considered (i) their directorships Board the Dr Langer, and Scardino for Marjorie Dame determination this Nomination Committee. In reaching the on service their to applied is it as Code Governance the in out set as meeting the independence criteria Dr Langer and Scardino Marjorie Dame regarded Board 2018, the year the In making their determination for independent Directors. Non-Executive a nomination should committee be of members the of a majority that The Governance Code requires PureTech Health plc Health PureTech may be enhanced. it how and composition Board’s the assess to continue will Committee Nomination the ahead, year the In year next for plan Action 54. to 53 pages on found be can Committees its and Board the Information regarding the evaluation of Board and evaluation Committee Company’s Board. the on women two currently are There leadership. possible strongest the maintains Company the that ensure to is objective primary and experience. The Committee’s of skills, knowledge, independence criteria objective against assessed and talentbest available, based on merit the recruit to as so sense widest its in diversity approaches Company The planning solving. and problem business effectiveness, as it enriches debates, its in maximising Board is essential Company’s the within Diversity policy Diversity Annual report and accounts 2018 accounts and report Annual
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Governance Governance 64 appropriate, When meetings. the of all attended and to invited were Auditor andOperatingthe Officer external Chief the Officer, Financial Chief the meetings. The Chief Executive Officer, four the of three attending Scardino Marjorie Dame and meetings four all attending Dr Kucherlapati and Mr Viehbacher year, with the during times four met Committee The 48. to 46 pages on found be can members Committee the of biographies The Committee. the of Chairman be to him qualifying experience financial deemed this to be recent and relevant has Board The career. his in positions held numerous senior executive has and Accountant a Chartered as Chair. Mr Viehbacher has experience as Mr Viehbacher with Scardino, Marjorie Dame and Kucherlapati Dr Raju Viehbacher, Mr Christopher independent Directors, Non-Executive three of consists Committee The membership Committee www.puretechhealth.com. at website Company’s the on section Investor’s the within and Secretary Company the from request on available the Committee’s Terms of Reference is of copy A full function. finance Group’s the within resources of adequacy the improvements to internal controls and regarding Auditor Group’s the from and reviews any recommendations Guidance and Transparency Rules, Disclosure Rules, FCA’sthe Listing compliance with legal requirements, controls, internal considers also model and strategy. The Committee position and performance, business Company’s the assess to shareholders provide for the information necessary fair, and balanced and understandable are a whole, as taken accounts, and itwhether believes the annual report on Board the advises also Committee judgements contained in them. The reporting financial significant any to Group with consideration being given announcements to be made by the annual and half-yearly results proposed all reviews and Group, the of statements financial the of integrity The monitors Audit the Committee responsibilities Committee Audit of the Committee Report
PureTech Health plc Health PureTech Mr Christopher Mr Christopher Committee Audit Chairman, Viehbacher Annual report and Annual 2018 accounts report
external expertise as well).external expertise sought (and instruments financial the of each of accounting accurate and Group considered the terms pertinent the that believes Committee The specialists are utilised in this process. of judgement and external valuation level a significant includes also assets financial these of valuation The features. like equity have to not determined are shares preferred the that fact the to due is This associates. as for accounted equity than rather value fair at held and assets financial as for accounted be will these shares preferred are held that where the instruments Itinstruments. has been determined these for accounting the to relation in rights, there is significant judgement and risks varying have which entities, these in instruments of a variety holds Group that fact the to due and subsidiaries, its of some over influence significant maintained has 10IFRS but in defined as control has longer no Group the that determined been has It valuation of investment in associates Determination of the accounting and reached. conclusion the with satisfied was Committee The impairment. of evidence no is there Therefore, Group. the of by the marketsupported capitalisation is receivables party related and affiliates in investments of value carrying The Company. the of assets total the of context the in materiality its to due Company, the by investment the of recoverability the is issue significant The receivables party investment inand affiliates related of amount parent’s Carrying were: regard this in focus of areas principal The work. this of conclusions the approved and addressed disclosures, how discussed these were and statements financial the preparing in error possible and judgement estimation, of areas significant the auditor, external the and management with conjunction in considered, Committee The statements financial the to relation in considered issues Significant below. noted are which of important most the items, recurring normal the were Committee the by undertaken activities The during theActivities year management team being present. without any of members the executive Auditor the with met Committee the external expertise inexternal determining expertise the sought and affiliates, the of valuations ofthe economics the underlying considered Group The million). $254.9 (2017 – million $242.6 totalling value a carrying had end year at which loss, profit/ through value fair at measured convertible loan notes and warrants shares, preferred the of valuation the to relates risk audit therefore, Group’s financialstatements and, the in judgement material of area An profit/loss measured at fair value through convertible loan notes and warrants Valuation of preferred shares, control risk from the perspective of the the of perspective the from risk control important an represents also businesses Ensuring compliance for FCA regulated Regulatory compliance contracts. customer their of accounting recognition revenue accurate the considered Group the that believes The Committee 15. IFRS of application accounting considerations in relation to the particular in and into enters Group the which contracts customer the of nature complex the of a result as in relation to revenue recognition judgement of level a significant is There Revenue recognition equity. or debt as them classified appropriately has and experts, external of advice the as well as instruments, financial the of each of economics terms and underlying the pertinent considered Group the that believes Committee The equity. or debt as them classified appropriately has and well as expertise external sought and instruments financial the of valuations the of economics underlying and terms The Group considered the pertinent Group’s statement of financial position. the on equity or debt as classified be should instrument financial the whether determine to difficult it make can that terms contain arrangements these Often transaction. each of commensurate with the economics instruments financial creates it companies, affiliate the finance to strategy Group’s the of part As derivatives and determination of embedded classification Financial instrument instruments. financial the on (loss) gain of amount the determine and the valuation of the Group programmes on part, large rely, in valuations These appropriate valuation of the liabilities. Report oftheAuditCommittee to monetise one or more affiliate seek actively more to or companies affiliate and division Internal its into deployment capital of level its modify to Group the require may facilities licensingarrangements, deals or debt strategic investors, outside with financings equity through funds raise to companies affiliate and division Internal the of inability an while Therefore, operating expenditures. other and companies affiliate and division Internal Company’s the of levelexpected of required funding our broadly assuming 2022, of quarter first the into affiliates stage growth programmes and independent stage project fund and create to and programmes existing its to capital provide to continue to reserves cash sufficient has Group lPO, the the since payments milestone of receipt and financings, equity through raised funds 2018, 4April on raised funds including 2015, and June in occurred which Following initial the public offering consuming. cash business model is currently inherently the capital, further with companies affiliate its support as well as division, Internal its of development the fund to seeks which a business As prepared. are statements financial the which on principle concern going the considers Committee the annually, least At Going concern year. the during companies affiliate of, its value fair in by, changes and made progress the and objectives strategic its against made progress the faces, it risks significant the operates, it which in landscape model and strategy, the competitive business Group’s the of reporting the primarily through consideration of this did It was. it that concluding was fair, balanced and understandable, a whole, as taken Report, Annual the consideration toparticular whether gave Committee the review, its out byapproval Board. the In carrying the recommendation of both for in resulting Report Half-yearly 2018 its and Accounts and Report 2018 Annual Group’s the of review a thorough out carried Committee The Accounts and Half-yearly Report and Report Annual of Review with legal requirements. compliance ensure to basis a regular on advisors other and counsel outside with engages Group The Committee. — continued assessment performed by performed managementassessment risk the considered Committee the function, audit internal an for need the assessing In executives. of number operations is exercised by a small over control close where Group the of size the to due principally is This function. audit internal a separate maintain not does Group The Internal audit to be mistaken. out turn they if even reprisals, of fear to raise genuine concerns without able be should they that staff ensure to and concerns, those raise to how on guidance with staff provide to possible, as soon as wrongdoing to suspected encourage report staff to designed been has policy the that policy. The Committee is satisfied whistleblowing a formal has Group The operations. and model business the anticipation of of increased complexity in structure control the evolve to plans has adequate controls and appropriate Group the that believes Committee The grants. incentive stock of tracking and processes budgeting robust more included which Group, the of objectives growth and complexity increased the meet to up scale to need would controls where areas determined has safeguarding of Management assets. aroundand financial reporting controls internal review to process a continuous in engage management that directed has Committee The 38. to 36 pages on out set are faces Group the risks principal The Risk and internal controls and internal controls. of riskthe management effectiveness on statement Board’s the for support appropriate provide controls of internal processes underpinning oversight its current the that ensure to management with worked Committee the Similarly, Board. the by made statement the support to place in process a robust is there that assessed and Committee worked with management 39. page The on viability longer-term Group’s the regarding a statement included has Board year. The financial 2018 the for Group the to applies which Code, Governance the with the Group’ssupporting compliance in a role had has Committee The Compliance overall. Group of the viability the threaten not would it companies, PureTech Health plc Health PureTech Group’s non-audit policy. services the with accordance in services audit non- for LLP KPMG of use the sanctions Where appropriate, the Committee work. non-audit for Auditor the to paid fees all approves Committee The work Non-audit Auditor. external the of performance and fee and audit the of scope the of a review and services, non-audit supply to Auditor external the of engagement the on a policy audit, of the and effectiveness independence the monitoring include this ensure to place in Controls Auditor. external of the and objectivity independence and the review the cost-effectiveness under keeps Committee The Auditor. external the with audit the of results and scope nature, the discusses and work, non-audit and audit for both Auditor and on remuneration its external the of appointment the on Board the advises Committee The Appointment and independence FCA regulations. by covered business the of parts been regulatory compliance for those has there ensuring and recognition, investments in associates, revenue the determination and valuation of measurement of financial instruments, and classification the loss, profit/ through value fair at measured notes shares, and warrants, convertible receivables, the valuation of preferred party related and subsidiaries in investment parent’s of value carrying the were year the for focus audit of areas main The areas. risk significant these to approach audit proposed Auditor’s the with together Group the facing risks reporting financial significant most the be to considered Auditor the what of a summary and scope audit proposed the of a summary included 2018. This for plan audit theCommittee discussed Auditor’s risk identification. In December,the process is dependent on appropriate audit external the of effectiveness The 2015. since Group the of partner audit the been has who Meakin Strange le Charles is partner its Auditor since 2015. The current audit audit current 2015. The since Auditor its as LLP KPMG engaged has Group The audit External and operational controls. financial internal of system whole the and assurance of areas key identify to Annual report and accounts 2018 accounts and report Annual
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Governance Governance forthcoming 2019 AGM.forthcoming the at vote shareholder advisory an to on RemunerationReport will be subject Annual The 2022. AGM in Company’s the until effective be will approval such 2019. May 29 on approved, If AGM forthcoming the at shareholders Company’s the of vote a binding to subject be therefore will AGM, and 2016 the at approved last was Policy The current Directors’ Remuneration shareholders. its of vote advisory on Remuneration to subject an annual Report Annual the and Policy) the to made are changes if (sooner years three every shareholders its of vote a binding Remuneration Policy to subject Directors’ the makes Company The 66 • • • namely: sections, three in split The Directors’ Remuneration is Report year 31the ended 2018 December for Remuneration Report Directors’
on pages 72 78. to pages on the year ended 31 December 2018 in Policy Remuneration current the of implementation the out setting The on Annual Remuneration: Report 71; to 68 and pages on approved, 2019 so AGM if the after immediately apply will and approval shareholder to subject is which Directors, Group’s the for remuneration of basis the Remuneration Policy: out setting The proposed Directors’ remuneration in the year; on Directors’ major decisions the explaining and summarising This Annual Statement: PureTech Health plc Health PureTech rJh LaMattina Dr John Committee Remuneration Chairman, Annual report and Annual 2018 accounts report
in the United States, for example: for States, United the in unusual are which of some but practice, best UK with line in are which features contains it a result, As listing. UK our of the corporate governance requirements of account take to designed also was Policy The States. United the in based are whom of all employees, Company’s retention and incentivisation of the and aimed to the recruitment, support IPO the to prior designed was Policy current The Policy. a new approve to asked be will shareholders time which 2019 AGM, at the at expire will and 2016 AGM the at approved was Policy The current Directors’ Remuneration 2019the AGM Renewal of Remuneration Policy at listing. UK Company’s the from resulting the governance corporate expectations and based, US largely is which sector, and remuneration levels in the relevant practice market between a balance strike would it that ensure to Policy reviewindependent of Remuneration its an undertook Company the Admission, PureTech’s to Prior strategy. business its of part important an is Policy Therefore PureTech’s Remuneration management team. as well as highly-experienced its of science and disciplines technology a range across expertise significant with workforce skilled highly its of retention on thedepends motivation and PureTech of Health success The ofOverview our Remuneration Policy • • • •
place for all incentive arrangements. in are provisions malus and Clawback and all employees; for as same the are arrangements Executive Director pension 3years; after vest awards Equity cent in shares; performance per 100 delivered are awards Equity her personal remuneration. discussions or decisions about his or in participate to permitted was Executive no However, meetings. the of all attended and to invited were Officer Operating Chief the and Officer Executive Chief year. The the during consent written unanimous by meetings. The Committee also acted two the of one for attendance in Dr Shapiro and meetings the of both for attendance in Dr LaMattina and Dr Kucherlapati year, with the during times two met 47.to Committee The 46 pages on found be can members Committee the of biographies The Committee. the of Chairman as serving LaMattina Dr John with LaMattina, Dr John and Kucherlapati Dr Raju Shapiro, Dr Bennett of consists The Remuneration Committee membership Committee management team. to incentivise and motivate our senior which within framework appropriate an Remuneration Policy provides currently this believes Committee The practice. best been introduced to reflect prevailing UK has grants incentive long-term future for period holding a 2-year and drafting, been made to reflectpractice best have changes minor Some framework. performance the to or Policy, the in out set levels maximum the to proposed are changes no a result, As future. the in Policy the to changes seek potentially 2019 and during shareholders with consult to intends Committee the However, being. time the AGM, for the at Policy current the of life the extend to decided Committee 2019, for goals the strategic our and review the of results the considering fully after However, address. to keen is Committee the which a risk represents This positioning of our remuneration size. similar of comparators sector US Company’s the at levels market below remuneration at PureTech is significantly total that fact the including Policy, current the with issues of a number highlighted review 2016 The AGM. the since remuneration of review first its undertook Committee the vote, Policy upcoming the for preparation 2018, in In Annual Report onAnnual Remuneration. Report Directors’ Remuneration Policy and the the approve to vote shareholders recommends thatThe Committee • • • Directors’ RemunerationReport Policy will be implemented: the how to relation in made been have decisions key 2019,For following the ahead year The 3. 2to pages on 2018 of highlights 2018. See of goalsperformance set at the beginning the satisfying Directors Executive both in resulted companies, affiliate and division Internal the within and operational at performance PureTech in value together with management’s increase This clearance. FDA for the to and Akili applications each submitting Gelesis (vi) and results positive with studies clinical of completion the (v) PureTech, into million $100 of raising the (iv) $274 of million, excess in raising affiliates Group’s the (iii) Roche, with execution of a collaboration agreement the resTORbio, of (ii) offering public initial the (i) to part large in due is to 31 December 2018. This increase significantlyfrom 31 December2017 increased programmes internal its and companies affiliate Group’s the of value The outcomes. bonus annual the in reflected been has this and performance strong deliver to 2018 PureTech continued During Health 2018 in reward and Performance
holding period. post-vesting two-year a new to subject be will 2018, and in as terms vesting and quantum same the of be 2019 in will awards PSP of Grants respectively; and salary, base of cent per 100 and cent per 50 at remain will maximum The annual bonus target and levels; market to comparable peers, will be realigned against market below are and 2015 since review major to subject been not have which salaries, Base — continued Policy are to: are Policy Remuneration the of aims key The governancecorporate practice. best UK with line in be to designed was packages the of structure the time same the At talent. for competes Group the which in market US predominantly are competitive, recognising the packages that ensure to companies peer US of practice market the to regard particular paid Committee the senior executive Remuneration Policy, Group’s the of construction the In Policy ofObjectives the Remuneration made to reflect best practice: best reflect to made However, some changes have been the variable elements of remuneration. remuneration levels or the operation of maximum to made been have 2016 changes No AGM. Company’s the at shareholders Company’s the by approved that as same the substantially is Policy This below. out set Policy the approve to asked be will 2019 AGM, shareholders the At • • • • • • •
and PSP awards. PSP and bonus annual on levels vesting and pay-out adjust to discretion greater have will Committee the holdingtwo-year period; and a new to subject be will awards PSP with shareholders. interest of alignment and focus a long-term ensure to team executive the across ownership encourage widespread equity and benchmarks; market relevant by informed and appropriate extent the to Group the within management senior across approach of consistency achieve internally; and externally both understandable, and simple be objectives; business and strategic long-term Group’s the of delivery the on them focus and management senior calibre high motivate and retain attract, Group; the of success promote the long-term PureTech Health plc Health PureTech this under review. under this keep will Committee the although Policy, Remuneration Group’s the of design the of respect in consulted been not have executives) senior than (other Employees Directors. Executive the for increases annual the salary determining broader employee population when the for increase salary base general the considers Committee the addition, operated for other employees. In Executive Directors are generally of remuneration provided to the Executive Directors and all elements remuneration is operated solely for of element no organisation, the Remuneration Policy throughout the of cascade a coherent To ensure conditions elsewhere in the Group Consideration of employment on Remuneration. Report Annual the in out set be will year the during shareholders with andreport any discussed matters approve the prior year’s remuneration to resolution the against and for cast of votes Details implementation. its or Policy Remuneration the to proposed be changes material any their representative bodies should and shareholders major with directly engage to seek will Company The Remuneration Policy. the of review annual the of part as time to time, is then considered received during any meetings from feedback, plus any additional feedback year. This AGM each the to relation shareholder feedback received in consider carefully will Committee The Consideration of shareholder views Annual report and accounts 2018 accounts and report Annual
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Governance Governance 68 Element of RemunerationSummary Policy Remuneration Policy Directors’ Base salary Pension Benefits Plan (ABP) Annual Bonus incentives Long-term
PureTech Health plc Health PureTech strategy supports corporate How component the role. the employee and of value market the To recognise to pension. of contribution competitive level a market To provide benefits. competitive level of a market To provide and the Group. the and of individuals, teams annual performance reward and To drive those ofthose shareholders. with interests the align to and Group of the performance reward sustained and To drive Annual report and Annual 2018 accounts report reference to the performance period. reference to the performance by but awards, bonus annual to relation in apply as factors similar account into taking outcomes, formulaic override to awards levels of performance–related vesting adjust also may Committee The settle tax. to than other sold be cannot shares vested which during period holding post-vesting a two-year to subject be will 2019 onwards from granted Awards • • • Operation of reference. point a secondary PureTech to as size similar of companies industry general UK-listed considers also The committee UK. and US the in listed companies pharmaceutical and finance specialty primarilyperiodically against biotech, Salaries are benchmarked reviewedNormally annually. for its US Executive Directors. a 401k Plan operates company The as those provided to all employees. all to provided those as such circumstances, provided in certain be also may benefits Additional cover, disability, life insurance. dental and medical private Includes: considers appropriate. it as factors other such year, and to during the return shareholders the investment price performance, share Company, the of performance financial underlying the into account taking inappropriate outcome formulaic the considers it if levels payout adjust to discretion has Committee The cash. in Paid year. financial relevant during the Based on performance following features: term incentive awards with the long- make can Company The
are normally three years. and continued service. targets of performance satisfaction performance and vesting periods performance the on dependent is vesting shares. performance Report on Remuneration.Report Annual the in out set are vest. Individual award sizes awards that time the at shares additional or cash of form the in delivered is benefit This vest. awards that extent the to period vesting the over paid dividends of value the mayParticipants benefitfrom limit). exceptional salary of cent per (500 salary. of cent per 400 Maximum Remuneration on Report Annual the in out levels are salary Current set relevant market movements. account take to and/or role the of responsibility or scope scale, the in increase an example, for recognise, to this exceed indeed or Directors Executive for increase a lower award to decide may but population employee broader the increase general for the by guided is Committee The increase. annual salary or salary base maximum prescribed no is There the US IRS ($19,000 for 2019). ($19,000 IRS for US the by permitted maximum the or salary base of 3 per cent of lower the at capped are Company contributions 401k Plan, the Under Cost paid by the company. the by paid Cost base salary. of cent per 100 to Up provisions are in place. in are provisions and Recovery withholding strategic measures. or financial relevant against measured remainder the with TSR against measured targets be will award any of half least at Normally,maximum performance. for pro-rata cent per 100 to belowcent this), vests increasing at (0 per threshold performance vests award an of cent per 25 to Up years. three Normally Performance period: recovery provisions targetsPerformance and Not applicable. Not applicable. Not applicable. provisions are in place. in are provisions and Recovery withholding stretch performance. of achievement the for payable salary base of cent and 100performance per ‘target’ of achievement the for payable normally salary base of cent per 50 to Up financial measures. and/or strategic of a scorecard on based normally are Payments year. one Normally Performance period:
Directors’ RemunerationPolicy 9 8 7 6 5 4 3 2 1 Element Notes: Notes: Holding Period ownership/ Share Directors Non-Executive
former Directors will be set out in the Annual Report on Remuneration as they arise. they as Remuneration on Report to Annual the in payments out any of set be will Details Policy. Directors Remuneration former the with line in be not may these that notwithstanding awards) share of vesting/exercise the as (such guidelines. shareholding existing the to addition in policies grant incentive long-term future setting when practice in developments plan. the of administration and operation the to relating areas of a number over discretion retains US. the in employees retain and recruit successfully to tools with of Company levels the providing superior while delivering of shareholders to objective value Company’s the long-term with consistent are and shareholders to returns long-term of delivery the reward they that and Remuneration. measures on Report Annual performance of the in out choice set the is on targets information Further strategy. Company’s the of delivery the to linked and challenging appropriately pay. performance-related on emphasis a greater has typically executives that senior and fact the with Directors together Executive the of individuals, of remuneration categories various the for competitive market are that arrangements remuneration of development salary. base of less or cent 15 to per limited any be would normally and geography, contribution relevant Company the in provision pension of levels market of account take would arrangement such Any offered. be may Executive Directors may participate in any HMRC tax-advantaged all-employee share scheme. share all-employee tax-advantaged HMRC any in participate may Directors Executive Directors former or current with past the in into entered commitments any honour to right the reserves Company the doubt, of avoidance the For consider will Committee the targets, performance and service continued to subject years three after vest awards PSP that is Policy current While practice, market with consistent and, Committee the and Rules Listing the and rules plan the with accordance in PSP the operates Committee The basis the on Committee Remuneration the by selected are Remuneration) on Report Annual (see PSP the to applicable conditions performance The be should compensation incentive that belief Committee’s the reflect scheme bonus annual the for metrics performance the of choice The the from arise differences these general, In apply. may size award PSP and opportunity bonus annual a lower level, Board below those For arrangement pension alternative an cases such In arrangement. pension appropriate an be not may 401k Plan the Directors, Executive non-US For Remuneration. on Report Annual the in out set is table this in out set Policy the implement to intends Company the how of A description strategy supports corporate How component ownership. employee share encouraging while investors, executives with aligns Further in our sector. sector. our in companies operating companies and by similarly-sized with those provided line in role, each responsibilities of commitments and time reflecting levels and structure fee To provide — continued may be grossed up where appropriate. appropriate. where up grossed be may and provided be may benefits Taxable • • into account: Fees are reviewed annually and take commitment. time in increase a material for provided be can and a director, traditionallyservices provided as provided beyondservices those for payable also is remuneration Additional business. a subsidiary of directors of board the on participation and a Committee, on membership a Committee, of Chairmanship the as PureTech to such services additional Additional remuneration is payable for • • Operation is met. is requirement a shareholding until plan vesting under any long-term incentive shares net the of half retain Company the by operated plan incentive term a long- in participate who Directors Executive that requires Committee The elements: following the of comprised are basis, a quarterly on paid normally fees, Cash Association. of Articles the in out set terms the with line in operated is Directors Executive Non- to provided Remuneration
to the Group. to the Group. Director makesNon-Executive and market; the in positions the time commitment each each commitment time the similar for fees of level median the Additional fees. fee. Base Association. Association. of Articles the in out set limits the with line in be will Director a Non-Executive to Any remuneration provided Maximum base salary. base of cent per 200 of Minimum PureTech Health plc Health PureTech Annual report and accounts 2018 accounts and report Annual None. recovery provisions targetsPerformance and None.
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Governance Governance 70 Directors’ RemunerationPolicy Notes: the in or accounts, of misstatement a material been has there where under the Annual Bonus Plan (including circumstances certain in and Plan Share Performance the under granted awards ofRemuneration in Committee respect the of discretion the at operated be may malus’’) and (‘‘clawback provisions withholding and Recovery Recovery and withholding provisions Maximu Maximu T Mi Chief ExecutiveOfficer 4 3 2 1 ar
13%
ni 17% Fixed pay get PureTech Health plc Health PureTech share price growth” calculations are based on the assumption that the share price will appreciate by 50 per cent between the date of grant and the the and grant of date the between cent per 50 vesting. by of date appreciate will price share the that assumption the on based are calculations growth” share price remuneration. Minimum of components fixed to addition in Officer), Operating Chief the for salary base of cent per 200 and CEO the for salary remuneration. Minimum of components/values the to addition in included are values These Officer). Operating Chief base of the cent for per 100 and CEO salary the for salary base of cent per 200 (i.e. award PSP the of value face the of cent per 50 be to assumed is vesting PSP No share price growth has been factored into the calculations of minimum, target and maximum compensation. The “maximum +50 per cent cent per +50 “maximum The compensation. maximum and target minimum, of calculations the into factored been has growth price share No base of cent per 400 (i.e. awards PSP proposed the of value face full the and only) salary base of cent per (100 pay-out bonus full assumes Maximum of level On-Target the and salary), base of cent per (50 opportunity bonus maximum the of cent per 50 be to taken is bonus of level On-Target The – – including: only, remuneration of elements fixed the comprises scenario performance minimum The mum Pension and benefits as disclosed for FY2018 in the Annual Report on Remuneration. on Report Annual the FY2018in for disclosed as benefits and Pension Remuneration. on Report Annual the in out set as FY2019 for Salary 30% m +50%sharepricegrowth m 12% 17% Annual bonus 14% Annual report and Annual 2018 accounts report — continued 100%
Long-term incentives 74% 66% 56% from the employee. the from and recovering the amount directly withholding future incentive payments by overpayments torecover flexibility is there and vesting of years three within and withholding must be discovered recovery the to rise giving issue The on the Company’seffect reputation). detrimental a materially having conduct or misconduct gross fraud, of event
$4,752,675 $3,572,675 $2,097,675 $ 622,675 Maximum +50%sharepricegrowth Tar Maximum Mini Chief OperatingOfficer get 21% mum 26% 42% 20% 25% opportunity and as a total value. a total as and opportunity a percentage of total remuneration as above, out set Policy the under at different levels of performance the Chief varies Operating Officer and Officer Executive Chief the for composition of 2019 remuneration the how show below charts The Reward scenarios 100% 19% 59% 49% 39% $2,081,368 $1,671,368 $1,056,368 $ 441,368 to appointment may continue. may appointment to remuneration obligations existing prior ongoing other any addition, In terms. its to according out pay to allowed be may role prior the of respect in any variable pay element awarded appointment, the to prior Company the by employed was who Director Executive an of appointment For conditions. performance vesting value periods, expected and of terms in forfeited awards with consistent be would awards these that possible, where ensure, to seek would It individual. relevant the circumstances, the recruitment of exceptional in facilitate, to order in required if employer a previous leaving executive an by forfeited pay incentive elements to replace deferred or additional cash and/or share-based offer may Committee the addition, In an appointment. following shortly made be can award APSP Directors. Executive incumbent the to applicable those than different conditions for such appointee that are to set annual bonus performance mayCommittee deem it appropriate the appointment, the of timing the on Committee at discretion. its Depending determined by the Remuneration salary of cent per 500 to cent per 100 would be limited normally between awards incentive long-term and salary of cent per 100 to limited be would The annualsustained. bonus potential hasperformance been proven and and expertise once level mid-market the towards progress may it that basis the on level mid-market a below at provided be may salary Additionally, level. mid-market above or at initially set be may and candidate appropriate most the attract to required as a level such at provided be would Salary thesecuring relevant individual. experience and of the importance that of a candidate for rate market the skills and experience of the individual, the account into take and appointment Remuneration Policy at the time of approved prevailing Company’s the of terms the with accordance in set be would Director Executive a new for package remuneration The and promotions Approach to recruitment Directors’ RemunerationPolicy — continued payments for failure. for payments unjustified no been have there that ensures Committee The loss. their mitigate to expected be will Directors Executive addition, In Company. the by operated plan incentive any of part as into entered commitments the and obligationsbeyond contractual its payments make not does Company the that is termination on Policy The Policy on termination of employment and withholding of incentive payments. law, recovery the by applicable required if and, leave garden for provide can also They Director. Executive the to applicable if jurisdictions non-US in tax international of payment the for provide also contracts Service period post termination. a 12-month than longer no for but provide for the continuation of benefits employee. may also contracts Service the on placed covenants restrictive any of duration the to aligned is and salary base 12-months’ than greater no is contract the in out set as pay severance case reason’. ‘good this In for employee ‘cause’, the by or without Company that employment is terminated by the pay following in case the termination severance for provide contracts Service days. 180 to 60 between typically and 12 than months, more no of periods notice with Directors Executive for contracts service offer to is Policy Committee’s The the Group, except asbelow. discussed Director’s cessation of employment with compensation on an Executive additional or Company the of control of a change on notice of periods longer damages, liquidated for provide not do Executive Directors’ contracts service contracts Service 12 months over a specified period. most at to this reduce to but 12 months of excess in period a notice with executive a new of recruitment on agree If appropriate, may the Committee as appropriate.expenses and/or relocation incidental certain meet will Company the that agree appointment, the Committee may Director Executive any For PureTech Health plc Health PureTech leaver’ status can be applied. In these these In applied. be can status leaver’ the Remuneration Committee, ‘good of discretion the at or circumstances, However, in prescribed certain employment. of cessation on lapse awards outstanding unvested any that based entitlements under the PSP is share- any for treatment default The relevant financial year. the during served time the on based applied be normally will reduction a pro-rata and testing performance to subject be will payment bonus annual such any so, If employee. an as served Director that which in year final the for payment bonus annual an for eligible be may Director Executive An Director prior to termination. Non-Executive the and Company the from month one of period a notice for provide usually letters These appointment. of a letter by Company the of Director a Non-Executive as Directors areNon-Executive appointed Directors Non-Executive commitment Directors. as Executive time and duties their with compatible and time commitment required are duties the that provided appointments commercial Director Non-Executive outside appropriate accept to Directors allow BoardThe can Executive appointments External considered appropriate. where termination the from arising orexpenses outplacement services legal expenses, administrative any for pay can Company the addition, In basis. pro-rated a time on ordinarily and performance on cessation of employment, again based of date the at vesting early the permit to discretion has also Committee The lapsing. awards the of balance the with basis, pro-rated a time on ordinarily, the relevant criteria performance and, of satisfaction the to subject vest will a participant’scircumstances awards Annual report and accounts 2018 accounts and report Annual
71
Governance Governance Full disclosure of the strategic targets will be made retrospectively. made be will targets strategic the of disclosure Full products. successful in result ultimately which stages the through team management our incentivise help targets strategic whilst solutions medical developing and identifying in team management our of success the measures TSR appropriate. is measures of combination this that believes Committee The Index. Care Health Europe MSCI the and Trusts) Investment (excluding Index SmallCap FTSE the in companies constituent the against measured be will TSR Relative performance. of measures qualitative other and milestones project of achievement the on based be will measures Strategic annum. per 15 to cent per equal TSR be will target maximum the whilst annum, per cent 7per to equal TSR be will award the of portion TSR absolute the for target performance minimum The 72 • • • below: out set is condition performance planned the of detail Further whilst also incentivising of outperformance the market. shareholders our for creation value absolute for team management our rewards basis relative and absolute an both on TSR measuring addition, In performance. Company’s the of measure objective and appropriate an is TSR that believes Company the company, biopharma a clinical-stage As below. described conditions performance the to subject be will awards PSP The salary. base of cent per 200 of value a face with award an receive will Officer Operating Chief The salary. base of cent per 400 of value a face with award a PSP 2019. in receive will CEO The Directors Executive both to made be will PSP the under Awards incentivesLong-term Accounts. and Report Annual FY2019 the in disclosed be will outcomes Bonus agencies. regulatory to approvals for applications of submission the and needs, medical unmet large to approaches novel with programmes new of development successful milestones, development clinical measures, strategic and financial on based be will bonus 2019 annual The Directors. Executive both for salary base of cent per 100 be to continue will bonus annual maximum 2018. The in operated that to similar be will arrangement bonus annual the of 2019,For operation the bonus Annual cover. dental and disability medical, private include to continue will provided Benefits Benefits table. Policy the in out set maximum the to subject 401k Plan the under contribute to continue will Group The Pension Muniz Stephen Zohar Daphne Directors: Executive both for salaries base the shows below table The peers. their to closer them bring to COO and CEO the of salaries the increase to decided has Committee the exercise, this of a result As quartile. lower the below are levels remuneration total and competitors closest our of median the below are levels salary base example, For companies. competitor our at those and PureTechof levels executives remuneration the between difference a significant highlighted it and 3years, last the in remuneration of review such first the is This UK. and US the in companies peer in positions such for salaries the against Directors Executive the of salaries the benchmark to plc., Aon, consultant, remuneration independent an engaged Committee the review, this of 2019. part As January in Directors Executive the for levels salary base the reviewed Committee The salary Base ofImplementation the Remuneration Policy for the year ending 31 December 2019 on Remuneration Report Annual
25 per cent of the shares under award will vest based on the achievement of strategic targets. strategic of achievement the on based vest will award under shares the of cent per 25 condition. performance TSR a relative of achievement the on based vest will award under shares the of cent per 25 targets. TSR absolute of achievement the on based vest will award under shares the of cent per 50 PureTech Health plc Health PureTech Annual report and Annual 2018 accounts report Chief Officer Operating Chief Officer Executive $359,392 $536,857 Base salary 2018 $410,000 $590,000 Base salary 2019 Christopher Viehbacher Christopher Annual ReportonRemuneration Bennett Shapiro Bennett Marjorie Scardino Marjorie Robert Langer Robert John LaMattina John Raju Kucherlapati Joi Ito Joi Directors Non-Executive Membership of a subsidiary board a subsidiary of Membership Membership of a committee of Membership Stephen Muniz Stephen Chairmanship of a committee of Chairmanship Additional fees: TOTAL Basic fee Basic TOTAL A summary of current fees is as follows: as is fees current of A summary Directors Non-Executive 2 1 Notes: Zohar Daphne Executive Directors Chairman fee Chairman financial year. 2017the for figure a comparative with year 2018 financial the to relation in paid remuneration out sets below table The Single total figure of remuneration for each Director above. out set circumstances exceptional the of occurrence the upon Directors Non-Executive to made be may equity grants subsidiary Accordingly, shareholders. our of interest long-term the in be not would services advisory and/or property intellectual such foregoing believes Company The services. advisory valuable foregoing and/or by Directors developed property Non-Executive our intellectual obtain to opportunities forfeiting risks it circumstances, these in remuneration competitive market- offer to unable is Company the If sector. sciences life the in investors other with line in is practice This services. advisory technical of provider or property intellectual the of inventor other any would we as company subsidiary relevant the in equity with them remunerate to flexibility the with us provides Policy Remuneration our circumstances, such In exceptional Director. a Non-Executive by provided typically services the beyond and above Company the to services advisory specialised otherwise or technical provide Directors Non-Executive our that and/or Directors Non-Executive our of one by developed been has acquire to seek we property intellectual the that possibility the to rise gives this market, to them and bringing technologies developing successfully of experience the with experts leading of consists Directors of Board our As
exchange rate over the last three months of 2018. of months three last the over rate exchange average the 1.287, 1:USD was GBP of which rate exchange an 2018, of and months three last the price during a share using price share valued been average have £1.71, of the was awards PSP the which for above shown figures the and report this of date the at known not is issuance of date the on The shares underlying the vested 2016 Performance Share Plan awards will be issued after the finalisation of this report. As a result, the share price price share the As a result, report. this of finalisation the after issued be will awards Plan Share 2016 Performance vested the underlying shares The parking. and cover dental and disability medical, private elements: following the comprise Benefits — continued
2018 2018 2018 2018 2018 2018 2018 2018 2018 2018 2017 2017 2017 2017 2017 2017 2017 2017 2017 2017 Year
$1,630,416 $1,662,059 $104,167 $110,000 $100,000 $100,000 $140,000 $359,392 $536,857 Basic Salary/ $125,000 $110,000 $105,000 $110,000 $150,000 $351,244 $525,815 $95,000 $90,000 $95,000 $90,000 Fees
$23,118 $47,543 $24,425 $23,802 $48,877 $25,075 Benefits — — — — — — — — — — — — — — 1
$233,605 $582,562 $348,957 $175,622 $438,908 $262,908 Bonus Plan 2018 and2017Remuneration Annual — — — — — — — — — — — — — — PureTech Health plc Health PureTech $0 to$10,000
$1,221,381 Performance $407,941 Share Plan $125,000 (Vested) $10,000 $75,000 $5,000 FY2018 — — — — — — — — — — — — — — — — — — 2
$16,500 $16,200 $8,250 $8,250 $8,100 $8,100 Annual report and accounts 2018 accounts and report Annual Pension $0 to$10,000 — — — — — — — — — — — — — — $125,000 $10,000 $75,000
payments $5,000 FY2019 Other
$1,032,306 $2,277,021 $2,139,870 $2,166,044 $104,000 $110,000 $100,000 $100,000 $140,000 $125,000 $110,000 $105,000 $110,000 $150,000 $558,768 $821,898 $95,000 $90,000 $90,000 % increase $95,000 Total 0% 0% 0% 0% 0%
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Governance Governance Annual ReportonRemuneration Commercial Goals Commercial Innovation Goals Goals Development Clinical 74 2018 salary. his of to 65 per cent equal a 2018 bonus awarded was COO the a result, as and, performance Company’s the with line in was performance COO’s personal the that concluded Company The bonus. his of award the in considered is performance operational COO’s personal the goals, Company’s the to addition In goals. stretch in cent per 30 additional an plus goals target its of cent per 100 attained Company The 2018 salary. his of cent per 50 to equal bonus a target for eligible was COO The 2018 salary. her of cent per 65 is which bonus, target her of 130 per cent to equal a 2018 bonus awarded was CEO the a result, As goals. stretch in cent per 30 additional an plus goals its target of cent per 100 attained Company The 2018 salary. her of cent per 50 to equal bonus a target for eligible was CEO The goals. target its beyond cent per 30 achieved Company the business), our of nature the given sensitive commercially are (which goals stretch pre-specified on Based transactions. development business for economics target the exceeded collaboration Roche the of economics the and raising capital for goal target the exceeded million $100 of raise capital The targets. stretch on based are element this for Bonuses transactions. development business into entering and capital raising involved which goals stretch had also Company the cent, per 100 is attained be may which of maximum the above, described goals target the to addition In Goals Financial/Strategic Category MeasuresPerformance Achievement 100% –Maximum Target Goals well performed against these targets. The table below out and sets 2018, management the assessment associated performance bonus outcomes: During products. launch commercially to necessary steps all take to team the incentivise to designed goals commercial (iv) and teams, operations and laboratory art the of state establish and journals science and medical tier top in team the to create innovative programmes, obtain patent incentivise to protection for technologies, its obtain publication of the technologies designed goals innovation (iii) programmes, Company’s the of support in data clinical valuable generate to team the incentivise to designed goals development clinical (ii) 2018 budget, Company’s the within operate and partnerships strategic execute deals, important complete to team the incentivise to designed goals strategic and financial (i) on focused were 2018 year. targets The the of beginning the at scorecard a balanced for set were targets bonus, 2018 annual the For 2018 for outcome bonus Annual
PureTech Health plc Health PureTech Annual report and Annual 2018 accounts report — continued Gelesis and Akili technologies. the of clearance FDA US for the to applications submitted successfully Company The below: out set 2018 is in performance of A description category. this for level target the above slightly was which cent per 20 of outcome a performance in resulted This 2018. in achieved were Goals Commercial The programmes published in top-tier peer reviewed scientific journals. several had and programmes several in data concept of proof established also Company The others. many covering applications patent filed and technologies affiliate the of several covering issued patents had also Company The pipeline. The Company developed successfully programmes in internal its immune-focused below: out set 2018 is in performance of Adescription category. this for level target the at was which cent 10of per outcome a performance in resulted This 2018. in achieved were Goals Innovation The timelines. prescribed within trials clinical above the managed successfully team the that recognised also Committee IBD. The in trial clinical C. in trial 2clinical Phase Vedanta’s initiated also Group The trial. 2clinical Phase Karuna’s initiated and studies formulation Karuna’s completed trial, 2clinical resTORbio’s of Phase endpoint primary the met Group The below: out set 2018 is in performance of Adescription level. target the at was which cent per 25 of outcome a performance in resulted This 2018. in achieved were Goals Development Clinical The approved 2018 Budget, which further supported the achievement of this goal. this of achievement the supported further which 2018 Budget, approved Board its of cent per 10 within operated also Company The affiliates. its for funding grant $11 non-dilutive in than more million generate to able was Company The milestones. development respective their toward continue to affiliates the enable will which funding in $274 million approximately raised affiliates The Company’s 2. page on described as Roche with agreement a collaboration into entered also Company The programmes. internal its of development accelerate and affiliates its fund further to it enabling offering million a $100 through funding raised Company The below: out set 2018 is in performance of Adescription level. target the at is which cent per 60 of outcome a performance in resulted This 2018. in achieved were Goals Strategic and Financial The Achievement difficile and Vedanta’s Phase 1 1 Phase Vedanta’s and 20% 10% 25% 60% Attained of Target Percentage Stephen Muniz Stephen Net Asset Value growth (25%) Value growth Asset Net Muniz Stephen Strategic measures (25%) measures Strategic targets based on strategic measures (25 per cent of the awards), measured over the three year period to 31 December 2020. 31 to December period year three the over measured awards), the of cent per (25 measures strategic on based targets of achievement (iii) and awards) the of cent per (25 Index Care Health Europe MSCI the and Trusts) Investment (excluding Index SmallCap FTSE the in companies constituent the of performance TSR to compared as targets TSR of achievement (ii) awards), the of cent per (50 targets TSR absolute of achievement (i) to subject 2018 in are granted awards PSP The 1 Zohar Daphne Long-term incentive awards granted during the year affiliates. Company’s the across data clinical validating developing and Strategy and Business of Chief and President and CFO CSO, aseasoned with team management the augmenting resTORbio, Inc., affiliate, Company’s the of offering public initial an executing applications, patent and patents licensed and owned 330 than more prosecuting partnerships, 19 executing affiliates, Company’s the into capital in million $481 than more raising affiliates, Company’s the of value the increasing substantially included goals these satisfying achievements period, year three the During products. launch commercially to efforts Company’s the to related goals commercial (iv) and teams, operations and laboratory art the of state establishing and journals science and medical tier top in technologies the of publication obtaining technologies, its for protection patent obtaining to related goals innovation (iii) The strategic measures over the three year period were on focussed (i) financial achievements, (ii)clinical development goals, 1 below: out set is awards these to relating condition performance the of outcome The 1 follows: as maximum the of cent per 50 at vest will awards the that determined Committee Remuneration the condition, performance the of assessment 2019. an in vest 2016 Following May will 20 on granted 2016 awards PSP The Long-term incentive awards vesting in the year 1 Target goals follows: as calculated was outcome bonus the summary, In Annual ReportonRemuneration Absolute TSR (50%) TSR Absolute Measure andweighting Zohar Daphne Total Stretch goals
issue does not apply to PSP awards granted since 2018 because NAV is no longer used as a performance measure due to its commercial sensitivity. sensitivity. commercial its to due measure aperformance as used longer no NAV is 2018 because since This granted sensitive. awards PSP to apply commercially be to does not ceases issue it once Remuneration on Report Annual afuture in this NAV achievement keep the will disclose will Committee and review under Remuneration the sensitive, commercially currently is NAV achievement the the Although target. exceeded maximum NAVgrowth p.a. that 15 per cent confirms Committee 2017. Remuneration since the However, Accounts and Report Annual our in been disclosed 2018. of months three last the over rate exchange average the 1.287, 1:USD was GBP which The share price at the date of grant is based on the 3-day average closing price immediately prior to the grant of the award. the of grant the to prior immediately price closing average 3-day the on based is grant of date the at price share The not has and sensitive PureTech’s commercially NAV is because disclosed been not has growth (NAV) Value Asset Net for achievement The rate of exchange an 2018, of and months three last the over price share average £1.71, of the was price which a share using valued been have Shares cent. per 100 at Capped PSP 2018 PSP 2018
Scheme — continued PSP 2016 PSP 2016 Scheme Basis ofaward 200% of 400% of granted salary salary Basis ofaward granted Shares awarded 200% ofsalary 400% ofsalary 1,035,628 346,644 percentage ofsalary atdateofgrant 156 pence 156 pence (A) Maximum Share price Shares awarded See description below description See 1,109,959 370,726 50% 50% Threshold 7% p.a. 7% p.a. 1
PureTech Health plc Health PureTech
$2,147,428 (B) Percentage achieved Face valueof $718,784 Shares vested 15% p.a. 15% p.a. award 185,363 554,979 Maximum 115% Annual report and accounts 2018 accounts and report Annual value vesting 30% performance at threshold % offace Shares lapsed Achievement 1 threshold achieved achieved 25% 25% 185,363 554,980 below
Three financial 1 performance over performance 31 December determined by determined vested awards Actual (A)x(B) $1,221,381 $407,941 (% ofeach years to element) Value of Vesting Vesting 100% 100% 2020 65% 15% 50% 0%
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Governance Governance 76 Annual ReportonRemuneration Chris Viehbacher (Trust) Chris Viehbacher Ben Shapiro Ben Scardino Marjorie Robert Langer Robert John LaMattina John Raju Kucherlapati Joi Ito Joi Stephen Muniz Stephen Daphne Zohar Daphne Executive Directors below: out set is Directors current of contracts service the of Detail contracts service Directors‘ 4 3 2 1 LLC +Trusts) (Zohar Zohar Daphne Director condition. to a service subject or owned beneficially are which shareholdings Directors’ out sets below table The 2019. in Policy the of review its of part as these on Policy its review will this requirement.Directors satisfy The Company does not currently operate post-employment shareholding requirements but Executive Both salary. base of cent per 200 of a minimum to equal ownership share maintain to required are Directors shareholdings Directors’ 2018. during made were Directors past to payments No Payments to Directors past 2018. during Office of Loss for payments no were There Office of Loss for Payments retrospectively. made be will targets strategic the of disclosure Full products. successful in result ultimately which stages the through team our management incentivise help targets strategic whilst solutions medical developing and identifying in team management our of success the measures TSR appropriate. is TSR on weighting higher the and measures of combination this that believes Committee The performance. of measures qualitative other and milestones project of achievement the on based be will measures Strategic index. the of quartile upper the to equal TSR be will target maximum the whilst index, the of median the to equal TSR is award the of portion TSR relative the for target performance minimum The annum. per 15 to cent per equal TSR is target maximum the whilst annum, per cent 7per to equal TSR is award the of portion TSR absolute the for target performance minimum The Stephen Muniz Stephen
in 2019 provided that certain of the shares will be withheld for payment of customary withholding taxes. withholding customary of payment for withheld be will shares the of certain that to Mr Muniz 2019in provided issued be will shares 2016, 20172018. Such years and financial the covering Muniz Mr to granted award RSU the to pursuant issuable are taxes. withholding customary of payment for withheld be will shares the of certain that to 2019 in provided issued be Ms Zohar will shares 2016, 20172018. Such years and financial the covering Zohar Ms to granted award RSU the to pursuant issuable are which LLC. Zohar of capital share the of cent per in 100 interest a beneficial has or owns Ms Zohar company. liability limited by held are shares (iii) a US-established and LLC, 7,134,094 ordinary Zohar trustee and death) spouse’s her of event the (in a beneficiary is II, a US- Ms Zohar Trust Family which of Zohar the by trust held are shares established ordinary 2,378,031 (ii) trustee and a beneficiary is Ms Zohar which of trust I,a US-established Trust All of Mr Viehbacher’s shareholding in the Company is held through his trust, Viehbacher 2015 GRAT u/a/d 22 May 2015. May 2015 22 u/a/d GRAT Viehbacher trust, his through held is Company the in shareholding Mr Viehbacher’s of All which shares 185,363 include not (2018). Does 346,644 (2017) and 455,039 conditions: performance to subject are which RSUs, following the Includes shares 554,980 include not (2018). Does 1,035,628 (2017) and 1,362,393 conditions: performance to subject are which RSUs, following the Includes Family Zohar the by held are shares ordinary 2,378,032 2018, (i) 31 of December As indirect. is Company the in shareholding Ms Zohar’s of A portion PureTech Health plc Health PureTech Annual report and Annual 2018 accounts report 4 — continued 1 11,890,157 Total Share Awards notsubject 2,629,974 1,495,332 2,459,831 1,395,579 2,786,170 1,025,646 Notice period 2,944,134 31 Dec2018 787,710 180 days 180 to ServiceConditions 60 days 11,777,100 2,607,363 2,917,223 1,429,721 2,437,220 1,350,356 2,718,336 31 Dec2017 665,610 854,705 18 June2015 18 June2015 Contract date Director Shareholdings (audited) to performance andservice to performance 31 Dec2018 2,398,021 Share awards subject 801,683 conditions — — — — — — — 12 salary months’ 12 salary months‘ termination payment termination Maximum potential 2,585,409 31 Dec2017 122,101 170,941 893,599 22,611 22,611 22,611 22,611 45,223 3 2 14,288,178 2,629,974 2,944,134 1,495,332 2,459,831 1,395,579 3,587,853 1,025,646 31 Dec2018 787,710 Total control/liquidation Potential payment 14,362,509 on changeof 31 Dec2017 2,629,974 2,939,834 1,452,332 2,459,831 1,395,579 3,611,935 1,025,646 787,710 Nil Nil
2018 2017 Joi Ito Joi Non-Executive Directors Director. Executive the or Company the by either notice by terminated until continue will Directors Executive above the for Contracts Annual ReportonRemuneration 2016 2015 Year Chief Executive Officer‘s Remuneration History year-ends. financial intervening at values the are plotted points other The basis. a daily on indices Biotechnology S&P600 and Biotechnology NASDAQ the in invested £100 of value the with PureTech in 2015, 18 compared on June invested £100 2018, of 31 by December value, the shows graph This industry. biotechnology the of performance the of measures broad-based are they as comparison TSR for indices relevant be to these considers Committee IPO. The Company’s the since Index Biotechnology S&P600 and Index Biotechnology NASDAQ the with compared (TSR), return shareholder total by measured performance, Company’s the shows graph The table and graph performance TSR expiration. their to prior contracts new into enter to intend above listed Directors Non-Executive the and Company The Raju Kucherlapati John LaMattina John Robert Langer Robert Marjorie Scardino Marjorie Bennett Shapiro Bennett Christopher Viehbacher Christopher Value (£) (rebased) Source To 12 14 16 10 &% 20 40 60 80 0 0 ta 0 0 0 '! $' l shareholder 19 "! Ju : Fa &( Daphne Zohar Daphne Zohar Daphne Daphne Zohar Daphne Zohar Daphne Incumbent n 20 ct Se 15 t 31 return De c 20 — continued 15 Pure Chief Executive Officer Executive Chief Chief Officer Executive Chief Officer Executive Chief Officer Executive Te ch Role 31 NASD De c 20 AQ B Single figure oftotal 16 iotec Notice period $2,139,870 hnolog remuneration $955,599 $821,898 77 34 6 $747, 1 month 1 month 1 month 1 month 1 month 1 month 1 month y PureTech Health plc Health PureTech Annual bonuspay-out 31 De against maximum 5 June2018 5 June2018 5 June2018 5 June2018 5 June2018 5 June2018 5 June2018 S& c 20 Contract date P6 17 00 B 38.75% iotec Annual report and accounts 2018 accounts and report Annual 100% 65% 50% hnolo gy Contract expirationdate maximum opportunity PSP Vesting against 31 5 June 2021 5 June 5 June 2021 5 June 5 June 2021 5 June 5 June 2021 5 June 5 June 2021 5 June 5 June 2021 5 June 5 June 2021 5 June De c 20 18 50% n/a n/a n/a
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Governance Governance 78 PureTech Health plc plc Health PureTech 78 Annual ReportonRemuneration Employees Profiitems exceptional and tax before t to Shareholders Distributions On behalf of the Board of Directors of Board the of behalf On AGM. forthcoming the at approval for shareholders to put be will report This regulations. related and CA 2006 the with complies It Board. the by approved been has and Committee Remuneration the by prepared been has report This remuneration. on report annual year’s next in disclosed be will outcome voting the regarding Information EC1A 4HT. London Street, LLP, UK Piper 160 Aldersgate 2019 DLA May at 29 on pm 3.00 at held be AGM will Company’s The AGM at voting of Statement 2016 Group’s AGM: the at Policy Remuneration Group’s the on vote the of results proxy the out sets below table The 16 April 2019 16 April Company Secretary Stephen Muniz Policy Remuneration Directors’ To the approve Resolutions Remuneration Report Directors’ To the approve Resolutions 2018 AGM: Group’s the at Report Remuneration Group’s the on vote the of results proxy the out sets below table The Statement of voting at general meeting infl undue of free and uence. independent is advice its that ensure to guidelines out sets which Conduct of Code its with complies and Group Consultants’ Remuneration the of member a founder is Aon £38,666. to from amounted Aon advice remuneration of respect in fees year the During remuneration. personal their about decisions or discussions in participate to Offipermitted is OffiOperating Executive cer. Chief However, no and Executive cer Chief the with consults also Committee The request. on Secretary Company the from available are Aon and Committee the between engagement of terms The Company. the to services other no provides and Committee the to accountable is and by appointed was advisor the as Chairman of the Committee. The serving Committee received independent remuneration advice from Aon Dr LaMattina plc. This independent with Dr Kucherlapati, and Dr Shapiro Dr LaMattina, of consists Committee Remuneration The Details of the Remuneration to Committee, advisors the and Committee their fees charges. compensation stock non-cash or companies subsidiary of employees include not Does 1 costs Staff 2017: to compared profi and 2018 shareholders to in t pay, on distributions spend overall in change percentage the out sets table following The Relative of spend importance on pay affi of companies. employees liate include not Does 1 CEO 2017 2018: and throughout employed were who Group the across employees full-time all of remuneration in change the to 2017 2018from compared to Offiremuneration Executive cer’s Chief the in change the shows below table The Percentage change in remuneration of CEO and employees 1 1 Annual report and Annual 2018 accounts report — continued 7,6,0 99 0,6 .6 ,3,3 180,069,060 5,633,235 0.06% 210,729,945 100 105,260 99.94 0.43% 179,963,800 902,586 99.57 209,827,359 For For Against % Against % $(13,817,956) $9,831,202 Base salary 2018 1 %23% 2% 11% — ihedTotal votescast Withheld % Total votes cast Withheld % %1 33% 1% 2% (28942 7% $(12,889,482) 8795612% $8,749,566 Benefi ts 07%change 2017 — Annual bonus — auditor’s report Independent applied to listed public interest entities. as Standard Ethical FRC the including requirements ethical UK with, accordance in Group the of responsibilities under, and we remain independent ethical our 2018. We fulfilled have 31 December ended years financial four the for is engagement uninterrupted total of 2015. period The 7 September on directors the by auditor as appointed first We were committee. audit the to report our with consistent is opinion audit Our opinion. our for basis appropriate and a sufficient is obtained have we evidence audit the that We believe below. law.and applicable are described responsibilities Our (UK)”) (“ISAs (UK) Auditing on Standards International with accordance in audit our We conducted forBasis opinion • • • • opinion: our In including the accounting policies in note 1. notes, related the and Flows, Cash of statement Company Equity, in changes of statement Company sheet, Balance Company Flows, Cash of Statements Consolidated Equity, in Changes of Statement Position, Consolidated of Financial Statements Consolidated Loss, of Comprehensive Statements Consolidated the 2018 comprise which 31 December ended year the for Company”) (“the plc Health PureTechof statements financial the We audited have 1. of PureTechto members the plc Health
Our opinion is unmodified IAS Regulation. IAS the of 4 Article statements, financial Group the regards as and, 2006 Act Companies of the the requirements in with accordance prepared been have statements financial the and 2006; Act the provisions of with accordance the Companies in applied as EU and the by adopted as IFRSs in with accordance prepared properly been the parent Company financialstatements have EU); the by adopted as (IFRSs Union European the by adopted as Standards Reporting Financial International in with accordance prepared properly been have statements financial Group the ended; then year the for Group’s loss the 2018 of and 31 at as December affairs Company’s parent the of Group’s and the of state the of view fair and a true give statements financial the driven Event risks Recurring Key audit matters Coverage a whole as statements Group financial Materiality: Overview were provided. standard that by prohibited services non-audit No PureTech Health plc Health PureTech by the Parent Company Parent the by held receivables related party and investment of Valuation New: assets financial as held investments of valuation and accounting New: loan notes and warrants and notes loan shares, convertible of preferred measurement and Classification profit/loss. through value fair at measured warrants loan notes and convertible Valuation shares, of preferred Revenue recognition the of Determination Annual report and accounts 2018 accounts and report Annual Group loss before tax Group loss before 100% (2017:100% of 100%) 0.8% (2017:0.8% 0.85%) of $1m (2017: $1m) (2017: $1m total expenses vs 2017 vs
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Financial statements Financial statements (financialdisclosures). 122 127 to and pages policy) 97 (accounting page Report), Committee (Audit 64 page to Refer ($242.6m; 2017: $254.9m) value through profit/loss. warrants measured at fair and notes loan convertible Valuation preferred shares, a separate opinion on these matters. these on opinion a separate provide not do we and opinion, that to incidental are consequently and thereon, opinion our forming in and a whole, as statements financial the of audit of, our purpose the for solely of, and context the in undertaken, procedures on based are results our and addressed, were matters These procedures. those from results our entities, interest public for required as and, matters those address to procedures audit key our with together above, opinion audit our at arriving in significance, audit of order decreasing in matters, key audit the below We summarise team. engagement the of efforts the directing and audit; the in resources of allocation the strategy; audit overall on: the effect greatest the had which those including us, by identified fraud) to due not or (whether misstatement material of risks assessed significant most the include and statements financial the of audit the in significance most of were judgement, professional our in that, matters those are matters Key audit 2. Independent Auditor’s Report
Key audit matters: including our assessment of risks of material misstatement material of risks of assessment our including matters: Key audit 80
PureTech Health plc Health PureTech — continued to changes in these assumptions. these in changes to and the valuations are sensitive success of probability and forecasts EBIT and revenue rate, discount as such DCFs the in used assumptions the determine to required judgement of level significant the and companies such involved of the trading in forecasting a DCF, is there an inherent uncertainty by driven is valuation the Where valuations. approach market or funding, party third recent (DCFs), flows cash discounted from values present net on based are valuations subsidiary the determine to utilised The valuation methodologies applicable weighting. probability and scenarios and dates exit forecast event, conversion the to time expected valuations, volatility, assuch subsidiary judgement around the key assumptions of levels a significant include which two the of a hybrid or analysis (PWERM) Model Return Weighted Probability or (OPM) Model Pricing Option an using derived are instruments financial the of value fair The assumptions. the impact may that factors external and internal and used, judgement around the assumptions of level a significant involves loss, profit/ through value fair to taken choice has been accounting policy shares, the where and the preferred loan notes convertible warrants, the of value fair the Determining profit/loss. through value fair at held determined to be financial liabilities are and derivatives embedded contain to determined been have which of some warrants, and notes loan shares, convertible assuch preferred throughpartly financial instruments operations The Group financesits valuation:Subjective The risk Annual report and Annual 2018 accounts report have been made. been have should changes where challenged and made changes challenging and understanding year; prior the in used that to taken approach date.commercialisation We the compared or date exit likely the also and operates it which in industry the development, of stage the as such company each to relevant circumstances specific the on based subsidiary each for used model valuation the of appropriateness the assessed We critically Methodology choice: plans. the strategic with areused consistent assumptions the whether assessing and date exit on the forecast is there where an impact assessing and set milestones against progress current assessing critically and key changes for consistency, understanding periods prior to comparing include performed Procedures scenarios and of probability exit scenarios. and dates exit as such inputs for utilised are results actual and budgets and forecasts plans, strategic as such data Group’s internal The Benchmarking assumptions: experts. external of the independence and expertise the We assessed credentials: valuer’s Assessing assumption. volatility the assess critically to publicly available comparable Company data We used analysis. PWERM and OPM the within utilised key inputs assessing critically in us assist to specialists valuation own our We used in the valuations. used methodologies and assumptions certain assessing in us assist to specialists valuation own our engaged we Group the of behalf on expert external an by prepared been had valuations Where expertise: valuation Our included: procedures Our Our response Our (financialdisclosures). 122 127 to and pages policy) 97 (accounting page Report), Committee (Audit 64 page to Refer 2017: million; $254.9m)($242.6 value through profit/loss. warrants measured at fair and notes loan convertible Valuation of preferred shares, 2. Independent Auditor’s Report
Key audit matters: including our assessment of risks of material misstatement misstatement material of risks of assessment our including matters: Key audit — continued estimated by the Group. the by estimated (note 21) the sensitivity disclose statements financial The amount. that times many possibly and as a whole, statements financial the for materiality our than greater of outcomes range reasonable a potential with uncertainty, estimation of degree a high has instruments financial the of values fair the that determined we assessment, risk our of part as that, is matters these of effect The value. fair of representative is which market valuation an independent ensure to length arm’s at sufficiently not are based is value fair the which on rounds funding recent that a risk is there that means rounds funding in partaking investors of number low rounds, the funding relatively party third recent on based valuations For scenarios. those of weighting the as well as chosen scenarios the both to relation in judgement significant is there analysis a PWERM utilises which a valuation is there Where The risk fair value through profit/loss to be acceptable. be to profit/loss through value fair at measured loan notes and warrants convertible shares, preferred of valuation the We found results Our OPM. the into input volatility and rate free risk term, the included which appropriateness for analysis disclosure the sensitivity We assessed analysis: Sensitivity valuations. the to related in relation todisclosures the key assumptions Group’s the of adequacy the We assessed transparency: Assessing plc. Health PureTech with overlap potential any for investors those of the directors we considered investors external of a sample For investments. their of significance the and round funding the within included investors external of number the at looking by based was valuation the which on rounds funding the of independence the We evaluated tables. and capitalisation agreeing to related contracts including used data the of accuracy the assessed we investment party third recent most the from value implied the on based are valuations Where valuation: rounds funding party Third cycle. life its in Company the of stage the given scenarios the appropriateness of the probabilities assigned to the evidence.and disconfirming Weassessed confirming source to experts valuations own our using by approach valuation based market in utilised companies the of the comparable appropriateness the challenged We critically utilised. are return of rates capital where Company the of development of stage the applicable). where Wesuccess against consider of probability the of appropriateness (including premium risk specific Company on: the applicable) (where focus specific year, with prior the in used applied, the assumptions rates against discount the of appropriateness the assessed We critically Benchmarking assumptions: material. public from information on based analyses competitor and rates royalty data, size market including benchmarks, and data derived externally and information management internal both to reference with industry its and subsidiary each of knowledge our used we this doing In applicable. where factors of success probability the and values terminal margin EBIT costs, operating applicable, where rates royalty and date or license commercialisation product forecast revenue over including projected assumptions including the forecasts, underlying assumptions the of appropriateness the assessed We critically Our response Our PureTech Health plc Health PureTech — continued Annual report and accounts 2018 accounts and report Annual
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Financial statements Financial statements (financialdisclosures). 122 127 to and pages policy) 97 (accounting page Report), Committee (Audit 64 page to Refer 2017:($242.6m; $254.9m) loan notes and warrants. of preferred shares, convertible Classificationand measurement 2. Independent Auditor’s Report
Key audit matters: including our assessment of risks of material misstatement misstatement material of risks of assessment our including matters: Key audit 82
PureTech Health plc Health PureTech — continued a significant risk. a significant be to determined been year, has this inthe issued financialinstruments new for factors, these to Due the subsidiaries. at issue in shares the of classification equity versus debt the of calculation interest on the non-controlling impact the determining and derivatives;embedded are there anywhether separable and instrument host any determine to contracts the of terms the assessing in judgement also is There issuer. the in equity or as debt classified be to criteria the meets the instruments whether identify to instruments the of terms the assessing to relation in judgement of level a significant is There notes and warrants. loan shares, convertible preferred as such instruments financial through partly subsidiaries and operations The Group financesits treatment Accounting The risk Annual report and Annual 2018 accounts report warrants to be acceptable. be to warrants loan notes and shares, convertible of preferred measurement and classification the We found results Our contracts; host the within derivatives embedded are there whether of determination the and instruments financial the of classification the both to relation in reached the conclusions with were consistent the Group’s whether Assessing disclosures transparency: Assessing NCI calculation; the of measurement the on classification this of theimpact then considering and classification the determine would which key features the inspecting the source documentation to identify by Group the in NCI of measurement the on level subsidiary at issued shares preferred the of classification equity versus debt the of implications the of Group’s assessment the Challenging those derivatives; of features and key terms the assessing critically by measurement separate required derivatives embedded certain whether evaluated we loss, or profit through value fair at contract hybrid entire the classified Group the Where related contracts; the of terms the on based classified equity or derivative should embedded beseparable liability any whether of Group’s classification the Assessing bifurcated; be should they whether and derivative embedded an of definition the each feature whether met and assessing contract, a host identifying contracts, the of key terms the by considering derivatives embedded contained the financial whether instruments Assessing accounting standards; and applying and interpreting the relevant contracts the of features and key terms the by considering financialofinstruments the issued classification equity versus debt the to relation in by reached the conclusions the Group Assessing Accounting analysis: included: procedures Our Our response Our — continued 2. and 104 (financial disclosures). 103 pages and policy) (accounting 99 98and pages Report), Committee (Audit 65 page to Refer ($16.4m; 2017: not applicable) (fraud and error) Revenue recognition (financialdisclosures). 107 108 and and pages policy) 96 (accounting page Report), Committee (Audit 64 page to Refer ($83.5m; 2017: not applicable) of in investment associates accounting and valuation Determination of the Independent Auditor’s Report
Key audit matters: including our assessment of risks of material misstatement misstatement material of risks of assessment our including matters: Key audit — continued for point in time revenue. time in point for the revenue determining point recognition in involved judgement is There revenuewhere over is recognised time. of method revenue recognition inputs the drive that forecasts and budgets the in involved estimation significant is There revenue policy. recognition appropriate the to relation in time in a point at or asrevenue over recognised should time whether to as consideration and obligation; to price each performance transaction obligations; of allocation the performance andagreements identification of distinct the of terms the of implications the is in assessing required judgement where party a third with reached agreement each to relation in drafted are which contracts bespoke and Group the of streams nature of the revenue the non-standard to due estimation and judgement of level a significant involves recognition Revenue significant. be to error of risk the 15, assessed have we IFRS of application accounting the and to the complex nature of the contracts due to. Furthermore, in enters Group the which contracts customer of nature revenue due to recognition the complex in risk fraud the rebutted We not have treatment: Accounting specific to Akili. to specific is risk this year current the In 81. and 80 pages on outlined is risk valuation The asset. financial this of value fair the determining to relation in judgement of level a significant is There valuation:Subjective value. fair at and held therefore Financial Instruments 9 IFRS per asset a financial as or Ventures Joint and Associates in 28 Investments are the shares for accounted whether IAS to relation in judgement significant is there rights, and risks varying have which entities, the in instruments of a variety holds Group the that fact the to Due consolidate the entity. to able being longer no them in results which control loses it that extent an the Group’sreduces to shareholding scenarios some in which funding external they further require progress the entities IFRS under consolidates therefore 10. As and controls it entities has Group The treatment: Accounting The risk PureTech Health plc Health PureTech be acceptable. We the revenue found to recognition results Our 15. IFRS to transition the including adopted, revenue accounting policies recognition Group’s in relation to disclosures the the of adequacy the We assessed have Assessing transparency basis. time in a point on recognised We have the timing of considered revenue of the costs. completeness considering and costs of a sample testing by method inputs the on based in revenue recognising methodology Group’s the We assessed have obligations. performance identified the to allocation its and price transaction constrained calculated Group’s the We reviewed have the contract. within obligations contained determination performance of distinct Group’s the We assessed have revenue contract. the of Group’s assessment the consider to key agreements the We assessed have Accounting analysis: included: procedures Our associates to be acceptable. be to associates in investment of valuation and accounting the of determination the We found results Our 81. and 80 pages on outlined inline thethe financialprocedures with asset of Group’s valuation the We assessed have expertise valuation Our 9. IFRS of scope the into falls it if investment the of valuation the to relating assumptions of and disclosure statements the financial of in disclosure the accounting treatment ofWe the have the adequacy considered Assessing transparency asset. a financial as accounting or accounting equity be that whether accounting in this case We have the appropriate considered 9. IFRS 28 and/or IAS of scope the within falls investment the whether is there accounting where a determination Group’s technical the We assessed have Accounting analysis: included: procedures Our Our response Our — continued Annual report and accounts 2018 accounts and report Annual
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Financial statements Financial statements by the component auditor. component the by performed then was team Group the by required work further any and detail, more in discussed were team Group the to reported findings the meetings, these At auditor. component were conferences also and the held telephone Meetings with team. Group the by performed was Company, parent the of audit the including rest, the and auditors component by performed was (2017: 3components) the 2 of 3components the 2 of on work The components. the across Group the of profile risk and size of mix the to regard having $830k, to $600k from ranged materiality component The back. reported be to information the and above detailed areassignificant tobe covered, theincluding risks relevant the to as auditor component the instructed team Group The the percentages illustrated opposite. for accounted work our of scope the within components The for audits Group purposes. 3(2017: scope full 3) to subjected we Akili), resTORbio and (excluding Group’s components 3(2017: the Of 3) reporting on qualitativereporting grounds. warranted that misstatements identified other to addition in exceeding $50k, misstatements identified or uncorrected corrected any Committee Audit the to report to We agreed (2017: 0.25% 0.22%). represents it which of materiality, component at capped assets, total of a benchmark to reference (2017: $0.83m at with set was $0.75m),a whole determined as statements financial Company parent the for Materiality future. the in growth and income generate to commercially exploited be can which property intellectual of forms developing on expenditure to relation Group, since the Group’s in principally are currently activities the of performance financial the assessing in Company the of members the for considerations principal the of one be to (2017: 0.8% considered is 0.85%). represents Totalit expenses which of expenses) development and research and expenses administrative and general (being expenses total a benchmark $1.0m at set to was (2017: reference with $1.0m), determined as a whole statements financial Group the for Materiality 3. 2. Independent Auditor’s Report disclosures). 139 page (financial and policy) 139 page (accounting Report), Committee (Audit 64 page to Refer ($330.7m; 2017: $330.7m) Company Parent the by held receivables related party Valuation of investments and
Our application of materiality and an overview of the scope of our audit audit our of scope the of overview an and materiality of application Our Key audit matters: including our assessment of risks of material misstatement misstatement material of risks of assessment our including matters: Key audit 3. 3. performed by the component auditor. component the by performed work required the by Group team was then in morewere detail, discussed and any further reportedmeetings, the the to team findings Group held with the auditor. component these At Meetings were and telephone also conferences was performed the by Group team. rest, including the the audit parent of Company, was performed auditors component by and the the 4components) 2of (2017: the 4components The the work components. Group across 2 of on regard to the mix and size risk the of profile of materiality ranged from $600kto $830k, having information to bereported back. The component the relevant detailed risks and above the as to the significant areas including to becovered, The team Group auditor instructed the component the for accounted percentages illustrated opposite. withinThe our work components of the scope procedures. audit risk-and (2017:1)to specified none focused audits (2017: 3)to Group full for purposes scope (excluding resTORbio 4(2017:4)reporting the components Group’s Of grounds. qualitative on reporting warranted that misstatements $50k,inexceeding addition to other identified misstatements identified uncorrected or corrected any Committee Audit the to report to agreed We 0.22%). materiality, which it (2017: 0.25% represents of benchmark total of capped at assets, component $0.75m), determined with to reference a statements as a whole was at set $0.83m (2017: financial Company parent the for Materiality the future. in growth and income generate to commercially intellectual property which can beexploited in relation to expenditure of developing forms on principally currently are activities Group’s the since the financialassessing performance the Group, of in Company the of members the for considerations the principal of one be to considered represents 0.8%(2017:0.85%).Total is expenses research which it and of development expenses) (being general and administrative and expenses with reference to a benchmark total expenses whole was at set $1.0m (2017:$1.0m), determined a as statements financial Group the for Materiality the scope of our audit audit our of scope the of overview an and materiality of application Our performed by the component auditor. component the by performed work required the by Group team was then in morewere detail, discussed and any further reportedmeetings, the the to team findings Group held with the auditor. component these At Meetings were and telephone also conferences was performed the by Group team. rest, including the the audit parent of Company, was performed auditors component by and the the 4components) 2of (2017: the 4components The the work components. Group across 2 of on regard to the mix and size risk the of profile of materiality ranged from $600kto $830k, having information to bereported back. The component the relevant detailed risks and above the as to the significant areas including to becovered, The team Group auditor instructed the component the for accounted percentages illustrated opposite. withinThe our work components of the scope procedures. audit risk-and (2017:1)to specified none focused audits (2017: 3)to Group full for purposes scope (excluding resTORbio 4(2017:4)reporting the components Group’s Of grounds. qualitative on reporting warranted that misstatements $50k,inexceeding addition to other identified misstatements identified uncorrected or corrected any Committee Audit the to report to agreed We 0.22%). materiality, which it (2017: 0.25% represents of benchmark total of capped at assets, component $0.75m), determined with to reference a statements as a whole was at set $0.83m (2017: financial Company parent the for Materiality the future. in growth and income generate to commercially intellectual property which can beexploited in relation to expenditure of developing forms on principally currently are activities Group’s the since the financialassessing performance the Group, of in Company the of members the for considerations the principal of one be to considered represents 0.8%(2017:0.85%).Total is expenses research which it and of development expenses) (being general and administrative and expenses with reference to a benchmark total expenses whole was at set $1.0m (2017:$1.0m), determined a as statements financial Group the for Materiality the scope of our audit audit our of scope the of overview an and materiality of application Our 84
PureTech Health plc Health PureTech — continued ), we subjected 4 and Akili ), we subjected 4 and Akili Company audit. parent overall our on effect greatest the had that area the be to considered is this the parent Company financialstatements, of context the in materiality their to due However, judgement. significant to subject or misstatement significant of risk a high is notbalances. Their at recoverability receivable and the related party assets (2017: total 100% Company’s the of 100%) represents companies the subsidiary from receivables and in investments Company’s parent the of amount carrying The value high Low risk, The risk Annual report and Annual 2018 accounts report $125m (2017:$118m) $125m (2017:$118m) Total expenses Total ru aeiaity ali materi Group Group expenses Total expenses Total Group total assets assets Group total ru aeiaity ali materi Group Group expenses Group Group total assets assets Group total (2017 100%) (2017 100%) Group 100% 100% (2017 100%) (2017 100%) 100% 100% 100 100 3 2 revenue 98 0 0 97 100 100 3 2 revenue 98 0 0 97 Parent Company to be acceptable. be to Company Parent held by receivables the and related party investments the of valuation the We found results Our instruments. financial the of value fair the of purposes the for derived valuations the to receivables and the relatedinvestment party the of value carrying the We compared Group’s trading operations. the of all PureTechas LLC contains Health Group, the of capitalisation market the to receivables and the relatedinvestment party the of amount carrying the We compared Comparing valuations: included: procedures Our response Our — continued $1.0m $1.0m) (2017: Group Materiality Whole financial $1m audit committee (2017: $50k) Misstatements $50k (2017 3 Range of materiality at $0.83m (2017: $1m) statements $1.0m $1.0m) (2017: Group Materiality components $600k Whole financial $1m audit committee (2017: $50k) Misstatements $50k (2017 3 Range of materiality at $0.83m (2017: $1m) statements Group before loss tax components $600k : 3: $572k: 3: to $750k) Group before loss tax Specified risk Specified audit purposes 2017 Full scope for Group audit purposes 2018 Full scope for Group audit procedures 2017 : 3: $572k: 3: to $750k) (2017 100%) 100% Specified risk Specified audit purposes 2017 Full scope for Group audit purposes 2018 Full scope for Group audit procedures 2017 materiality (2017 100%) 100% 100 3 materiality reported 0 97 100 3 reported 0 97 - - $830k focused - - to the $830k focused to the identify going concern as a key audit matter. a key audit as concern going identify not did we and respects, these in report to We nothing have if: you to report to required are we work, this on Based materialise. risks the should position the they would consider take to improve the Directors the actions of achievability the evaluated and collectively and individually risks these from arise could that effects adverse unrealistic) not (but account of possible taking reasonably forecasts financial Company’s the by indicated resources financial over the level sensitivities weconcern, considered of available a going as continue to ability Company’s the on doubt significant cast potentially could that risks were these As • • • were: period this over resources financial available Company’s the affect adversely likely most that we to considered The risks period. concern going the over operations continue to ability or resources financial Company’s the affect might risks those how analysed and model business Company’s the to risks inherent the In we conclusions, our evaluation considered of the Directors’ operation. in continue will Company the that a guarantee not is report auditor’s this in uncertainty a material to reference of absence the made, were they time the at reasonable were that judgements with inconsistent are that outcomes in result may events subsequent as and conditions or events future all predict cannot However, we as report. audit this in that related to going to concern, make reference to uncertainty a material been there had and, conclusions Directors’ the of is to on the appropriateness conclude responsibility Our (“the period”). going concern statements financial the of approval of date the from a year least at for concern a going as continue to ability its over doubt significant cast have could that uncertainties material this is They realistic. have that are there no also concluded concluded that the Company’s financialposition meansthat have they as and operations, its cease to or Company the liquidate to intend not do they as basis concern going the on havestatements the financial prepared The Directors 4. Independent Auditor’s Report
audit knowledge. our with inconsistent 61 page on materially is out set Rules Listing the under statement related the or statements; financial the of approval of date the from months twelve least at of a period for basis that of use Company’s the over doubt significant cast may that uncertainties material no with accounting of basis concern going the of use the on statements financial the 1to note in statement directors’ the to relation in to attention draw or add to material anything have we model. business strategic Group’s the finance to funding future raise to Failure We have nothing to on report going concern — continued Based solely on our work on the other information: information: other the on work our on solely Based report directors’ and report Strategic information. other in the misstatements material identified not have we work that on solely Based knowledge. audit our or statements financial the with inconsistent or misstated materially is therein information the work, audit statements financial our on based whether, so,consider doing in and, information other the read to is responsibility Our thereon. conclusion any of form assurance below, stated explicitly or, as except opinion audit an express not do we accordingly, and, information other the cover not does statements financial the on opinion Our statements. financial the with together Report Annual the in presented for the other information are responsible The directors Company’s longer-term viability. Group’s and the to as a guarantee not is statements these on report to anything of absence the made, were they time the that were at reasonable judgements with that are inconsistent outcomes in result may events subsequent as and conditions or events future all predict cannot we As audit. statements financial our during acquired knowledge the only of context the in matters these assessing to limited is work Our respect. this in report to We nothing have statement. viability the review to required are we Rules Listing the Under to: relation in to attention draw or add to material nothing have we audit, statements financial our during acquired we knowledge the on Based viability longer-term and risks principal of Disclosures 2006. Act Companies the with accordance in prepared properly been has audited be to Report Remuneration Directors’ the of part the opinion our In report remuneration Directors’ • • • • • • 5.
attention to any necessary qualificationsattention to any or assumptions. necessary including any relatedassessment, drawing disclosures their of period the over due fall they as liabilities its meet and operation in continue to able be will Group the that expectation a reasonable have they whether to as statement their and appropriate, be to period that considered they why and so done have they period what over Group, the of prospects the assessed have they how of statement viability the in explanation directors’ the and mitigated; and managed being are they how explaining and risks these describing disclosures Risks the Principal and liquidity; solvency performance, future model, business its threaten would that those including Group, the facing risks principal the of assessment a robust out carried have they 39 that page on Statement Viability the within confirmation directors’ the 2006. Act Companies the with accordance in prepared been have reports those opinion our in and statements; for the financialthe financial with year is consistent reports those in given information the opinion our in report; directors’ the and report strategic the in misstatements material identified not have we the Annual Report Report Annual the We have nothing to on report the other information in PureTech Health plc Health PureTech Annual report and accounts 2018 accounts and report Annual
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Financial statements Financial statements We have nothing to report in these respects. these in report to We nothing have respects. these in report to We nothing have review. our for Rules Listing the by specified Code Governance Corporate UK the of provisions eleven the from a departure disclose properly not does Statement Governance Corporate the if you to report to required We are misstatement when it exists. Misstatements can arise from from arise can Misstatements exists. it when misstatement a material detect always will (UK) ISAs with accordance in conducted audit an that guarantee not does but assurance, of level a high is assurance Reasonable report. auditor’s an in opinion our issue to and error, or below), (see irregularities other or fraud to due whether misstatement, material from free are as a whole statements financial the whether about assurance reasonable obtain to are objectives Our Auditor’s responsibilities so. do to but alternative realistic no have or operations, cease to or Company parent the or Group the liquidate to of basis they intend either accountinggoing unless concern the using and concern; going to related matters applicable, as disclosing, concern, a going as continue to ability Company’s parent and Group the assessing error; or fraud to due whether misstatement, material from free are that statements of to financial enablethe preparation is necessary determine they as control internal such view; fair and a true give they that satisfied being including statements financial the of preparation the for: responsible are directors page 62, the on out set statement their in fully more explained As Directors’ responsibilities 7. • • • • opinion: if, our in you to report to required are we 2006, Act Companies the Under 6. • • if: you to report to required We are Corporate governance disclosures Independent Auditor’s Report
Respective responsibilities responsibilities Respective we require for our audit. our for require we explanations and information the all received not have we or made; not are law by specified remuneration of directors’ disclosures certain or and returns; the accounting records in with agreement not are audited be to Report Remuneration Directors’ the of part the and statements financial Company parent the or us; by visited not branches from received been not have audit our for adequate returns or Company, parent the by kept been not have records accounting adequate Committee. Audit the to us by communicated matters address appropriately not does Committee Audit the of work the describing report annual the of section the or strategy; and the Group’s position model and business performance, assess to shareholders for necessary information the provides and understandable and fair, is balanced a whole as taken statements financial and report annual the that consider they that statement directors’ the and audit statements financial our during acquired we knowledge the webetween have materialinconsistencies identified which we are required to report by exception by report to required are we which We have nothing to report on the other matters on on matters other the on report to nothing We have 86
PureTech Health plc Health PureTech — continued Annual report and Annual 2018 accounts report
detect non-compliance with all laws and regulations. and laws all with non-compliance detect to expected be cannot and non-compliance preventing for responsible not We are controls. internal of override the or collusion, forgery, intentional misrepresentations, omissions, involve may these as irregularities, of non-detection of risk a higher remained there audit, any with as addition, In it. identify would standards auditing by required procedures thelikely less the inherently limited statements, the financial in reflected and is transactions the events from (irregularities) laws with and regulations removed non-compliance further in accordance with For auditing example, standards. the audit our performed and planned properly have we though even statements, financial in the misstatements material some detected have not may we that risk unavoidable an is there audit, an of limitations inherent the to Owing non-compliance. suspected or actual identify not did procedures limited These any. if correspondence, legal and regulatory of inspection and management other and directors the of enquiry to regulations laws and these with non-compliance to identify procedures audit required the limit standards Auditing Commission. Exchange Securities the and Act 1940s Investment regulation, Agency Medicines European and Administration Drug and Food States), United the within (including law employment anti-bribery, safety, and health effect: an such have to likely most those as areas following the We identified operate. to Group’s the licence of loss the or litigation or fines of imposition the through instance for statements, financial the in disclosures or amounts on effect a material have could of non-compliance the consequences regulations where and laws other many to subject is Group the Secondly, items. statement financial related the on procedures our of part as regulations and laws these with compliance of extent the assessed we legislation, legislation, taxation and profits distributable related (including legislation legislation), companies reporting financial including statements financial the affect directly that regulations and laws to subject is Group the Firstly, considerably. varies statements financial the on regulations and laws these of effect potential The audit. the throughout to any of non-compliance indications alert remained and team our throughout regulations and laws identified lawscompliance with and We regulations. communicated regarding procedures and policies the management other and the directors with and discussed correspondence legal and Group’s regulatory the of inspection from and standards), auditing by (as required management other and directors the with discussion through and experience sector and commercial general our from statements financial the on effect a material have to expected be reasonably could that regulations and laws of areas We identified to detect –ability Irregularities www.frc.org.uk/auditorsresponsibilities at FRC’s website the on provided is responsibilities our of description A fuller statements. financial the of basis the on taken to theofdecisions influenceeconomicusers expected be reasonably could they aggregate, in or if, individually material considered are and error or irregularities other fraud, . 24 April 201924 April 5GL E14 London Wharf Canary Square 15 Canada Accountants Chartered for and on behalf of KPMG LLP, Statutory Auditor Charles le Strange Meakin (Senior Statutory Auditor) formed. have we opinions the for or report, this for work, audit our for a body, other than the Company and the Company’s as members, anyone to responsibility assume or accept not law, do we by permitted extent To fullest the purpose. other no for and report auditor’s an in them to state to required are we matters those members Company’s the to state might we that so undertaken been has work audit Our 2006. Act Companies 16 the of Part 3of Chapter with accordance in a body, as members, Company’s the to solely made is report This 8.
our responsibilities The purpose of our audit work and to whom we owe owe we whom to and work audit our of purpose The
PureTech Health plc Health PureTech Annual report and accounts 2018 accounts and report Annual
87
Financial statements Financial statements The accompanying notes are an integral part of these financial statements. financial these of part integral an are notes accompanying The Finance income/(costs): O 88 * revenueGrant Revenue from customers 31 December ended years the For Income/(Loss) of Comprehensive Statements Consolidated Operating expenses: Operating Total revenue Share-based payment expense accounting value – fair costs Finance shares preferred – subsidiary Finance costs of tangible depreciation of of assets, and intangible assets amortisation tangible assets impairment expense, payment share-based shares, preferred subsidiary finance cost – accounting, 9(2018)/IAS 39 (2017) value IFRS pre fair taxes before Income/(loss) Loss before taxes method equity the using for accounted associates of loss net of Share Net finance costs Operating loss Income/(loss) to: attributable year the for loss comprehensive Total Total income/(loss) other comprehensive value fair at held investments on gain Unrealised differences translation Foreign currency loss profit or as reclassified be may or are that Items Other comprehensive income/(loss): year the for Loss Taxation Loss before taxes of intangible assets Amortisation assets tangible of Depreciation assets tangible of Impairment income/(expense):Other Earnings/(loss) per share: Comprehensive income/(loss) to: attributable ther income Prior year tax numbers have been adjusted – see note 1. note –see adjusted been have numbers tax year Prior
PureTech Health plc Health PureTech Diluted earnings/(loss) per share per earnings/(loss) Diluted Basic earnings/(loss) per share per earnings/(loss) Basic interests Non-controlling Company the of Owners interests Non-controlling Company the of Owners Finance income/(costs) – fair value accounting – contractual Finance costs Finance income – contractual shares preferred – subsidiary Finance costs Finance income (expense)/income Other influence significant of loss on Gain assets of disposal on Gain asset intangible of impairment on Loss value fair at held investments on Gain/(loss) Gain on deconsolidation expenses development and Research expenses administrative and General Annual report and Annual 2018 accounts report
Note 15 25 11 10 10 16 16 9 3 3 9 7 8 5 8 8 8 8 8 5 5 5 6 6 (104,019) (75,548) (68,438) (12,637) (11,490) (14,414) (77,402) (47,365) (68,438) (27,005) (27,005) (43,894) (43,654) 16,371 20,748 22,631 22,631 10,287 (20,307) 41,730 (70,899) (70,659) (70,899) (70,659) 35,462 11,609 (2,476) ($0.16) 4,377 ($0.16) 3,358 (2,221) 4,060 $000s (278) (106) (392) 426 (240) (214) (302) 2018 (30) (26) — (115,420) (101,566) (101,566) 142,364 (70,711) (17,608) (80,047) (71,672) (46,283) (75,094) (75,094) 25,118 57,334 85,016 (71,735) (71,735) (11,849) (72,936) (70,711) (72,936) 28,630 26,472 (9,509) (1,617) 1,885 2,535 1,750 (9,509) (4,383) $0.11 $0.11 2,158 1,750 (637) $000s 650 169 (722) (482) 2017* 408 14 — — — 24 April201 C D * part integral an are notes accompanying The Property and equipment, net equipment, and Property assets Non-current Assets For the years ended 31 December ended years the For Position of Financial Statements Consolidated Other current liabilities current Other Investments held at fair value fair at held Investments Total current liabilities Total current Intangible assets, net assets, Intangible Total liabilities Deferred tax assets tax Deferred Total and equity liabilities Other non-current assets non-current Other 16 April 2019 and signed on its behalf by: behalf its on 201916 signed and April on issuance for authorised and Directors of Board the by to 88 approved were 135 pages on statements financial The 09582467. number: Registered information. financial consolidated the to notes accompanying the See Total non-current assets Total non-current Trade and other receivables Current assets Prepaid expenses and other current assets current other and expenses Prepaid Other financialOther assets Short-term investments Short-term Cash and cash equivalents cash and Cash Total current assets Total current Total assets Share capital Equity andEquity liabilities Merger reserve Share premium Translation reserve Other reserve Other Accumulated deficit Equity attributable to the owners of the Company the of owners the to attributable Equity Non-controlling interests Non-controlling Total equity Deferred revenue Deferred liabilities Non-current Deferred tax liability tax Deferred Other long-term liabilities long-term Other Total non-current liabilities Total non-current Deferred revenue Deferred Current liabilities Trade and other payables Notes payable Subsidiary: Derivative liability Warrant liability Warrant Preferred shares Preferred
hief Executiv a Prior year tax tax year Prior p hne Zohar 9 e Officer numbers have been adjusted – adjusted been have numbers of these financial these of see note 1. note see statements. PureTech Health plc Health PureTech 13, 21 14, 16 17, 21 15, 21 Note 10 11 25 21 21 21 14 14 14 14 14 14 14 14 25 19 18 21 21 5 Annual report and accounts 2018 accounts and report Annual 3 3 (108,535)
169,755 265,764 441,763 181,977 133,828 117,051 259,786 441,763 138,506 278,385 (167,692) 217,519 274,791 275,507 166,972 20,923 15,875 12,010 13,012 8,323 3,080 1,328 5,380 2,199 5,375 6,560 6,428 2,516 9,027 $000s 788 449 370 2018 10 83 — (150,305) 120,051 131,351 273,862 280,246 339,846 141,737 116,098 198,109 339,846 138,506 181,588 114,263 (132,270) 209,905 72,649 17,178 16,358 13,095 59,600 6,862 3,309 1,797 6,638 4,679 1,828 1,652 7,455 4,397 6,384 $000s 988 142 927 224 159 2017* 73
89
Financial statements Financial statements Exercise of share-based awards * 2018 31 of December as Balance Equity settled share-based payments to interests dividends non-controlling Subsidiary ofDeconsolidation subsidiary period the for loss comprehensive Total investments on loss Unrealised 9 IFRS of application initial the for Adjustment 2017* 31 December at As Equity settled share-based payments tax of net shares, of Buyback dividends Subsidiary Exercise of share-based awards period* the for income/(loss) comprehensive Total investments on gain Unrealised exchange Foreign currency Net income/(loss) 2017 1January Balance The accompanying notes are an integral part of these financial statements. financial these of part integral an are notes accompanying The Net loss Net Issuance of placingIssuance shares 2018 1January of as balance Adjusted interests non-controlling in change from arising Gain/(loss) Foreign currency exchange Foreign currency 90 31 December ended years the For Equity in of Changes Statements Consolidated
Prior year tax numbers have been adjusted – see note 1. note – see adjusted been have numbers tax year Prior
PureTech Health plc Health PureTech Annual report and Annual 2018 accounts report
282,493,867 237,429,696 237,429,696 237,387,951 45,000,000 41,745 64,171 Shares — — — — — — — — — — — — — — — — Share Capital 4,679 5,375 4,679 Amount 4,609 $000s 696 70 — — — — — — — — — — — — — — — — — 181,588 278,385 181,588 181,658 96,797 premium Share (70) — — — — — — — — — — — — — — — — — Consolidated Statements of Changes in Equity 138,506 138,506 138,506 138,506 Merger reserve $000s — — — — — — — — — — — — — — — — — — — Translation reserve (214) (214) (184) 224 $000s 224 408 408 10 — — — — — — — — — — — — — — — — 17,178 20,923 17,178 13,412 3,749 3,782 continued reserve $000s Other (16) (4) — — — — — — — — — — — — — — — Accumulated (132,270) (167,692) (124,745) (160,335) (43,680) (43,654) 28,222 26,472 7,525 1,750 deficit $000s 619 122 (26) (66) (91) (8) — — — — — — — 209,905 275,507 217,430 177,666 (43,894) (43,654) 28,630 97,493 26,472 7,525 1,750 3,782 3,749 parent equity (214) $000s 408 615 Total 122 (16) (26) (66) (91) (8) — PureTech Health plc Health PureTech (150,305) (108,535) (145,586) (101,566) (101,566) (27,005) controlling (85,255) (27,005) 28,449 55,168 interests 4,719 8,067 8,888 $000s Non- — — — — — — — — — — Annual report and accounts 2018 accounts and report Annual 166,972 (70,899) (72,936) (75,094) 59,600 (70,659) 71,844 12,244 28,433 92,411 11,849 12,637 97,493 55,783 1,750 (214) equity $000s 408 Total 122 (26) (66) (91) (8) —
91
Financial statements Financial statements Distribution to shareholders on dissolution of subsidiary of dissolution on shareholders to Distribution shares of Buyback of shares, the issuance net from costs ofProceeds issuance The accompanying notes are an integral part of these financial statements. financial these of part integral an are notes accompanying The year of end at equivalents cash and Cash year of beginning at equivalents cash and Cash equivalents cash and cash in increase Net equivalents cash and cash on rates exchange of Effect activities financing by provided cash Net payments dividend Subsidiary 92 * Depreciation and amortisation items: Non-cash toAdjustments reconcile net operating loss to net used in cash operating activities: year* the for Loss flowsfromCash operatingactivities 31 December ended years the For Flows of Cash Statements Consolidated Repayment of long-term debt long-term of Repayment notes of convertible issuance from Proceeds activities: financing from flows Cash activities investing in) by/(used provided cash Net investments short-term of maturity from Proceeds investments ofPurchases short-term in eliminated associate Cash deconsolidation upon shares of affiliate Purchase ofPurchases intangible assets equipment and property of sale from Proceeds equipment and property of Purchase activities: investing from flows Cash Net used in cash operating activities liabilitiesOther expenses accrued and payable Accounts revenues Deferred assets current other and expenses Prepaid financialOther assets receivable, net Accounts Changes in and operating liabilities: assets Finance costs transactions Unrealised on (gain)/loss foreign currency rentNon-cash expense credit tax development and research Subsidiary income taxes* Deferred subsidiary deconsolidated for loss net of share Non-cash associate of loss net of Share assets of sale from Proceeds assets of Disposal equity to debt of Conversion influence significant of loss on Gain Gain on deconsolidation investments short-term on (Gain)/loss value fair at held investments on (Gain)/loss Equity settled share-based payment expense assets intangible of Impairment
Prior year tax numbers have been adjusted – see note 1. note –see adjusted been have numbers tax year Prior
PureTech Health plc Health PureTech Annual report and Annual 2018 accounts report
10,11 Note 15 17 20 20 11 10 19 13 21 25 10 10 12 11 3 8 5 5 7 (166,452) 152,030 117,051 156,887 148,062 (70,659) (39,645) (13,390) (72,796) (10,287) (41,730) 72,649 44,402 11,491 12,637 (1,062) (4,365) (1,327) (8,446) 20,307 (3,500) 2,778 6,147 5,094 1,723 4,841 (185) (125) (271) (843) $000s 125 115 774 467 111 349 2018 (35) (44) 50 30 (8) — — — (147,203) 249,396 (75,094) (16,340) (88,685) (57,334) (85,016) 12,400 72,649 62,959 14,696 83,682 81,797 17,608 11,849 (2,091) (1,672) (1,152) 9,690 2,099 2,616 5,238 4,257 8,027 (163) (725) $000s 168 342 106 219 637 2017 (66) (91) (80) (30) (9) — — — — — — — (3) * Depreciation expense Add: spend cash to attributable Loss Total net loss of deconsolidated entity entity deconsolidated of loss of share Parent interest Non-controlling of disclosure Supplemental deconsolidated loss, items net of non-cash stock preferred into interest accrued and payable notes subsidiary of Conversion Supplemental disclosure investment of non-cash and financing activities: Amortisation expense Amortisation loss non-cash Total Derivative fair value adjustment Equity in exchange for services for exchange in Equity The accompanying notes are an integral part of these financial statements. financial these of part integral an are notes accompanying The Net loss of deconsolidated entity, items net of non-cash Consolidated Statements of Flows Cash
Prior year tax numbers have been adjusted – see note 1. note –see adjusted been have numbers tax year Prior — continued
PureTech Health plc Health PureTech Note Annual report and accounts 2018 accounts and report Annual (36,517) (55,168) (55,168) 18,651 36,517 $000s 2018 — — — — — — (42,673) (28,449) (14,224) (34,013) 25,747 (8,027) 1,306 8,660 $000s 188 2017* 36 15
93
Financial statements Financial statements Notes Financial Statements to Consolidated the to the extent that there is no evidence of impairment. of evidence no is there that extent the to only but gains, unrealised as way same the in eliminated are losses Unrealised investee. the in Group’s interest the of extent the to investment the against eliminated are investees equity-accounted with transactions from arising gains Unrealised eliminated. are transactions, intra-group from arising and any unrealised income and expenses balances and transactions, Intra-group PureTech of LLC (“PureTechHealth LLC”).information financial consolidated the and Company the of information financial of aggregation an 2018 2017 and December comprises 31 ended years the of each for information financial consolidated The Basis of Consolidation and otherbusinesses expenditures. operating in investments required of level expected our broadly into assuming 2022, Q1 affiliates stage growth and programmes stage project fund and create to and companies subsidiary existing its to investors, outside alongside capital, provide to continue to reserves cash sufficient has 2018, Group the 31 of as December Group the to available equivalents cash and cash the on Q1 into Based 2022. existence operational in continue to cash adequate has Group the that expectation have a reasonable Directors the flows, cash expected on opportunities and risks of impact the considering and enquiries making After Going Concern following: the determining in applied also is judgement Significant 94 • • • • following: the determining in applied estimation Significant Revisions prospectively. are to recognised estimates basis. on-going an on reviewed are assumptions underlying and Estimates estimates. these from differ may results Actual expenses. and income liabilities, assets, of amounts reported the and policies Group’s accounting the of application the affect that assumptions and estimates judgements, made has management statements, financial consolidated these preparing In Estimates and Judgements of Use loss. or profit the through value fair as classified instruments financial and instruments financial derivative value, fair at held investments value: fair their at stated are liabilities and assets following the that except basis cost historical the on prepared are statements financial consolidated The Basis of Measurement practice. international with consistent is and purposes management and reporting internal for used format the of representative more is it as nature, their on based than rather expenses, of function the on based a classification uses Company the Income/(Loss), Comprehensive of Statements Consolidated the of presentation For IFRSs). (adopted Union European the by adopted as (“IASB”) Board Standards Accounting Standards, InternationalReporting Accounting Standards, and Interpretations (collectively “IFRS”) Financial by issued the International International the with accordance in Directors the by approved and prepared been have statements financial 2018 2017. and 31 December ended Group years The the for presented are Group the of Accounts and Report Annual The Presentation of Basis these group financialstatements. in presented periods all to consistently applied been stated, otherwise have, unless below out set policies accounting The Group. its about not and entity a separate as Company the about information financial present statements financial company Parent The associates. in Group’s interest the “Group”) and the as to referred (together subsidiaries its and Company the of those consolidate statements PureTech’s financial group UK. 3AE, EC4A London Street, Floor, Andrew 5th 6St. is address registered 09582467 the is and number (“UK”). registered The Kingdom United the in registered and domiciled incorporated, company a public is (“PureTech” “Company”) PureTech plc the or Health “Parent” the ofDescription Business 1.
When the power to control the subsidiaries exists subsidiaries the control to power the When and Financial Instruments; under below included is estimates and judgements critical these about information Further instruments. equity own its of number for a fixed assets financial other or cash of amount a fixed exchanging Company’s the by settled be will obligation that whether and party, another with liabilities financial or assets financial exchange to or assets financial other or cash deliver to Group the upon obligations a contractual include they whether features, derivative embedded any include instrument financial the whether assessment an include judgements These equity. or liability of terms in instruments financial of classification the determining 21):(note when classification liability shares preferred Subsidiary and companymarketabilityfactors. andrisk other specific industry applied, be to multiple earnings and rate discount appropriate businesses, subsidiary the of potential of earnings future estimates the certain making includes This shares. preferred subsidiary and undertakings subsidiary of value fair estimated the deriving and methodology valuation appropriate the 21): (note determining when valuations instruments Financial method. value fair relative the on based component each to consideration overall the allocate to able be to a contract of component each of values fair the of estimates make also Directors The time). of a period over or delivery (on recognition revenue of timing the determine to required are estimates particular, In standards. accounting applicable the with accordance in terms contract key of customer treatment accounting appropriate the determining when judgements and estimates certain making includes This recognised. be to revenue of amount correct the determining 3): when (note recognition Revenue PureTech Health plc Health PureTech Accounting policies Annual report and Annual 2018 accounts report 1. outlined below.outlined is shares, preferred and ordinary voting outstanding on based percentage, Group’s ownership the and subsidiaries all of A list balance. a deficit have to interests non-controlling the so causes doing if even interests non-controlling the to allocated are a subsidiary in interests non-controlling the to applicable Losses ceases. control that date the until commences control that date the from statements financial consolidated the in included are subsidiaries of statements financial The rights. voting potential consideration into takes Group the control, assessing In entity. the over power its through returns those affect to ability the has and entity the with involvement its from returns to, variable rights the to, has or exposed is it when entity an controls Group The Group. the by controlled are that entities are Subsidiaries Subsidiaries 7 6 5 4 3 2 1 Notes: Akili Labs, Inc. Interactive Subsidiaries Subsidiary Notes to the Consolidated Financial Statements Tal Medical, Inc. Tal Medical, Endra Holdings,Endra LLC Enlight) through indirectly (held Nontrading holding companies Inc. Vor Biopharma held Vedanta) through (indirectly Vedanta Biosciences Corp. Securities Vedanta Biosciences, Inc. PureTech Management, Inc. Mandara Sciences, LLC Inc. Pharmaceuticals, Karuna Incorporated Follica, LLC Biosciences, Enlight Commense, Inc. Inc. Therapeutics, Ariya Inc. Appeering, Inc.Alivio Therapeutics, Akili) through held (indirectly Corp. Securities Akili The Sync Project, Inc. Project, Sync The Enlight) through held (indirectly Inc. Knode Inc. Biosciences, Calix PureTech Securities Corp. Securities PureTech Inc. Biosciences, Glyph Gelesis) held through Gelesis, LLC (indirectly Gelesis) through held S.r.l. (indirectly Gelesis, Gelesis, Inc. Libra Biosciences, Inc. Biosciences, Libra Enlight) through indirectly (held Inc. Biosystems, Ensof subsidiaries Inactive 2012,Gelesis Gelesis) through Inc. indirectly (held Ensof Holdings, LLC Enlight) through indirectly (held Health,Sonde Inc. LLC Health PureTech Inc. Nybo Therapeutics, Entrega, Inc. (indirectly held through Enlight)
PureTech Health LLC pursuant to which PureTech Health plc became the holding company of the group. the of company holding the became plc PureTech Health which to pursuant LLC PureTech Health 16. note in disclosed interests non-controlling to allocations in used percentage Registered address is 2711 Centerville Rd., Suite 400, Wilmington, DE 19808, USA. 19808, DE Wilmington, 400, Suite Rd., 2711 is Centerville address Registered 19801, DE USA. Wilmington, 705, St.,Suite Market N. 901 is address Registered Italy. (LE), Calmera 188, 73021 Verde Via is address Registered 19801, DE USA. St.,Wilmington, 1209 Orange Center, Trust Corporation is address Registered predecessor its by controlled companies of group the of structure corporate the of a reorganisation completed plc 2015, 18 PureTechOn June Health ownership the to agreeing not percentage ownership the in results which shares, preferred classified liability includes percentage ownership The Italy. in registered is S.r.l., which Gelesis, for (“US”) except States United the in registered are subsidiaries All Accounting policies (1) (2) (4) (11) (4) (2) (4) (2) (4) (2) (4) (2) (4) (2) (2) (4) (2) (3) (7) (3) (2) (4) (2) (2) (4) (2) (4) (10) (4) (4) (2) (4) (10) (4) (2) (4) — continued (10) (2) (4) (10) (4) (2) (2) (4) (2) (2) (4) (2) (2) (4) (2) (2) (4) (9) (9) (4) (2) (4) (7) (2) (4) (2) (2) (4) (2)
— continued (2) (4) (2) (2) (6) (11) (6) (2) (2) (4) (2) (2) (5) (11) (5) (2) (4) (11) (4) (2) (4) (2) (4) (4) (2) (4) (2)
Ownership percentage of voting stock as at 31 at December as of voting stock percentage Ownership Ordinary 100.00 100.00 100.00 57.70 86.00 86.00 98.30 86.00 7.30 7.30 7.30 7.30 4.40 PureTech Health plc Health PureTech — — — — — — — — — — — — — — — — — — — Preferred 100.00 100.00 93.20 74.30 74.30 96.40 86.00 83.10 99.10 92.00 41.90 41.90 64.50 70.95 99.99 18.40 18.40 18.40 18.40 79.20 28.30 2018 — — — — — — — — — — — Annual report and accounts 2018 accounts and report Annual Ordinary 100.00 100.00 100.00 57.70 86.00 86.00 98.30 86.00 8.20 8.20 8.20 8.20 3.80 — — — — — — — — — — — — — — — — — — — Preferred 100.00 100.00 100.00 100.00 96.40 94.10 85.86 85.86 77.60 94.70 86.00 97.30 83.10 92.00 61.80 61.80 64.50 90.70 18.70 18.70 18.70 18.70 68.30 28.30 (8) 2017
— — — — — — — — 95
Financial statements Financial statements Notes to the Consolidated Financial Statements 96 aggregate. the in at looked when instruments the of value carrying the in changes to leading loss, and profit of statement the through instrument liability financial entire the of value fair in changes recorded retrospectively and derivatives embedded out split to not elected has and liabilities financial its re-assessed Group The FVTPL. at measured as liability a financial designate to standard new the of implementation upon option the have entities requirement, transition the of part As material. be to not determined was liabilities financial on impact accounting the income, interest and impairment model, measurement and classification the of assessment this on Based liability. share Preferred and liability, Warrant liability, Derivative payable, notes Subsidiary the were review this to subject liabilities financial The changes. accounting any identify 9to IFRS 39 and IAS between assessment an completed and Position Financial of Statements Consolidated its on reported liabilities financial the reviewed Group The 39. IAS under prepared was what than different is but required still is documentation Contemporaneous management uses for management risk purposes. one the as same the be to ratio hedged the for and instrument hedging and item hedged the between relationship an economic requires It tests. effectiveness hedge line bright the replacing by effectiveness hedge for requirements the 9relaxes IFRS FVTPL. at designated liabilities for Income/(Loss) Comprehensive Other in risk credit own in changes of recognition the for except measurement and classification to changes no were there liabilities 39. IAS in financial For used previously model impairment loss that the incurred replaces model income. losses credit other comprehensive is There now a new expected in value fair in changes present to inception at option irrevocable the with FVTPL at measured be to required are instruments equity in Investments asset. financial the of and model business entity’s the of characteristics flow cash contractual the and model business entity’s the on depends classification of basis (“FVTPL”). The statement loss and profit the through value fair and (“FVOCI”), income comprehensive other through value fair cost, amortised assets: financial for categories measurement primary three establishes and model measurement mixed the simplifies but 9retains IFRS liabilities. and assets financial of recognition and measurement classification, the 9addresses IFRS Measurement. and Recognition Instruments: 39, IAS Financial replaced (“IFRS 9”), which 9, Instruments IFRS Financial adopted 2018, Company the 1January of As 9, Instruments IFRS Financial (IFRS below. 15) recognition revenue and 9) (IFRS instruments financial for policies accounting updated year. See previous the from unchanged remained have policies accounting other All recognition. revenue and instruments financial for accounting in in a change resulting policies accounting new adopted has Group the statements, financial these In Change in Accounting Policy 9. IFRS with accordance in for PureTech by held accounted is instrument the features, debt-like have that and shares ordinary not are that Associates in interests holds Group the To extent the investee. an of behalf on payments made or obligations constructive or legal incurred has Group the that extent the to except discontinued is losses further of recognition and nil to reduced is amount Group’s carrying the investee, accounted equity an in interest its exceeds losses of Group’s share the When ceases. influence significant that date the until commences influence significant that date the from investees, accounted equity of movements equity and income comprehensive total the of Group’sshare the include statements financial consolidated The value. fair at recognised initially are and investees) accounted (equity method equity the using for accounted are Associates associates to method equity the of Application associate. the of decision policy operating and financial the in participate to power the lost has Group the if assessing by associates over influence significant maintains it if evaluates Group The case. the not is this that demonstrated clearly be can it unless entity, another of power voting the of cent per 50 and 20 between holds Group the when exist to presumed is influence Si
Therefore, the Group has consolidated Gelesis’ financial operations for the year ended 31 December 2018. December 31 ended year the for operations financial Gelesis’ entity. the of consolidated decisions has Group policy the Therefore, operating and financial the in participate to power the PureTech having in resulting Directors, of Board Gelesis’ of 2018. 31 of December as Ariya of cent per 100 owns and Nybo and Glyph Calix, in interest holds longer a subsidiary. considered longer no is and statements financial Group’s the from 2018, May of As deconsolidated was entity. the Akili over control of a loss 41.9 to triggering 61.8 cent cent, from per per and dropped Akili to percentage related PureTech’s rights ownership voting financing, C Series the of corresponding close first the following investors, third-party to shares preferred the of issuance declared. if and when dividends receive to entitled and a vote for matters all on shareholders share to per vote one to submitted entitled are shares ordinary The LLC. an in interests and Mandara membership are Enlight, of case holdings the in the except which in LLC PureTech Health declared, if and when dividends receive to all on entitled share and per a vote vote for one to entitled are shareholders to events, submitted liquidity matters certain upon or discretion subsidiary’s the at shares ordinary into convertible are shares, It was concluded that PureTech Health still has control over Gelesis by virtue of its large, albeit minority, ownership stake and its continued control control continued its and stake ownership minority, albeit large, its of virtue by Gelesis over control has still PureTech Health that concluded was It no Group the Thus, Inc. Therapeutics, Ariya into merged Inc. Therapeutics, Nybo and Inc., Biosciences, Glyph Inc., Biopharma, 2018, 18 Calix On July the of Asa result investors. existing other and certain with financing Stock Preferred C of a Series close first the completed 2018, 8May Akili On ordinary the over preference a liquidation have which shares, preferred of form the in predominantly are subsidiaries its in interests Company’s The PureTech Health plc Health PureTech Accounting policies Annual report and Annual 2018 accounts report — continued — continued
in current assets, unless maturities are greater than 12 months after the end of the reporting period. reporting the of end the after 12 than months greater are maturities unless assets, current in Income/(Loss). of Comprehensive to Statements provision and then Trade the Consolidated are and other receivables included the available against off to it is be uncollectible, is receivable determined a trade written When and conditions. economic experience previous ageing, account into taking nonpayment, of a risk of evidence is there where made are Provisions debts. doubtful for allowance any less received be to expected amounts the at carried are assets financial These markets. active on quoted not are that payments determinable and fixed with assets financial non-derivative are receivables other Trade and period. reporting the of end the after 12 months within them of dispose to intends Group the unless assets, non-current as Position Financial of Statements Consolidated the in presented are FVOCI through recognised are that assets Financial basis. instrument by instrument an on loss and profit through or Income/(Loss) Comprehensive Other (Loss), Income/ Comprehensive of Statements Consolidated the in recognised be will loss or gain the if elects Company The date. reporting each at value fair at re-measured subsequently and value fair at measured initially are assets financial These category. anyother in classified not or category this in designated are that instruments non-derivative are value fair at held Investments acquired. were assets financial the which for purpose the on depending recognition initial at assets financial of classification the determines Group The receivables. other and trade and value fair at held investments categories: following the into classified are assets Group’s financial The deposits. other and securities equity and debt receivables, other and trade equivalents, cash and cash of consist assets Group’s financial The Assets Financial new standard: the of adoption the from impact following the determined and liabilities and assets financial the reviewed has Group The receivables. the of recognition initial from recognised be to losses lifetime expected IFRS by requires which 9, permitted approach simplified the applies group the receivables, trade For risk. credit in increase a significant been has there whether on depends applied methodology impairment The FVOCI. and at cost carried amortised instruments debt its with associated losses credit expected the basis a forward-looking on assesses Group The Impairment FVTPL. at carried are and assets expensed financial of costs Transaction asset. financial the of acquisition the to attributable directly are that costs transaction FVTPL, at not asset of a financial case the in plus, value fair its at asset a financial measures Group the recognition, initial At Measurement 2018. 1January of as policy this adopted Group The FVOCI. at investment equity the for account to recognition initial of time the at election irrevocable an made has Group the whether on depend will this trading, for held not are that instruments equity in investments For held. is investment the which in model business the on depend will this instruments, debt in investments For income. comprehensive other or loss or profit in recorded be either will losses and gains value, fair at measured assets For flows. cash the of terms contractual the and assets financial the managing for model Group’s business the on depends classification The • • 2018. 1January of as sheet balance opening the in recognised been has policy accounting new the of adoption the from arising adjustment and reclassification The policy. accounting Group’s previous the with accordance in for accounted be to continues provided information comparative the a result, As information. comparative restate to not elected has but 9retrospectively IFRS applied has Group The 9. IFRS of application the in changes no notes and Position Financial of Statements Consolidated its on reported assets financial the reviewed also Group The 1. Notes to the Consolidated Financial Statements Preferred Shares Preferred Warrant Liability Derivative Liability Payable Notes Financial liability From 1 January 2018, the Group classifies its financial assets in the following measurement categories: measurement following the in assets financial its classifies 2018, Group the 1January From Classification Instruments Financial 2018 follows: as is and 1January from effective is 9) IFRS and IAS 32 under (guidance instruments financial for standard accounting new the reflects that policy accounting The
Those to be measured at amortised cost. amortised at measured be to Those and loss), or profit through or income, comprehensive other through (either value fair at subsequently measured be to Those Accounting policies — continued — continued PureTech Health plc Health PureTech 31 December IAS 39asof 254,864 120,051 114,263 13,095 7,455 2017 Annual report and accounts 2018 accounts and report Annual Adjustment to Accumulated Cumulative (114,263) (12,244) 95,584 6,435 Deficit Effect — IFRS 9asof 242,620 215,635 1 January 13,890 13,095 2018
— 97
Financial statements Financial statements Notes to the Consolidated Financial Statements agreements that meet the definition of IFRS 15 by applying the following five step model: step five following the IFRS of applying by 15 definition the meet that agreements for accounts 15. IFRS Group The under for accounted is agreements service and collaboration by generated Revenue 2018follows: as is and January 1 from IFRS for effective is 15 standard accounting new the reflects that policy accounting The clauses. acceptance of existence and services the of nature the on depending time, over or a point-in-time either at recognised is Revenue Grants. Government for Accounting 15 20 IFRS IAS or either of scope the meet and revenue generate that 15. IFRS transactions into To with entered PureTech date, has accordance in Health for accounted be should they not or whether determine to order in consideration received Group the where contracts reviewed Management results. consolidated the to impact an have not did standard this of adoption The approach. Retrospective Modified 2018 the using 1January from 15 effect IFRS with adopted Group The arrangements. collaboration and services, licenses, from generated is customers from Group’s revenue the of majority The transferred. is services or goods of control the and satisfied are they when only obligations performance for consideration the for revenue on of and the approach concept is recognition an based recognising amount that reflects principle-based andCustomers, SIC-31 Revenue Transactions – Barter a five-step establishes Involving The standard Services. Advertising from Assets of 18 IFRIC Transfers Estate, Real of Construction the for 15 IFRIC Agreements Programmes, Loyalty 13 Customer 18 IFRIC IAS Revenue, Contracts, 11 IAS Construction 2018, supersedes: and 1January after or on beginning for periods annual effective is standard The customers. with contracts entity’s an from arising flows cash and revenue of uncertainty and timing amount, nature, the about statements financial of users to information useful reporting for principles 15IFRS establishes Customers with Contracts 15,IFRS from Revenue value. fair in changes other from separately reported not are FVOCI at measured investments equity on losses) impairment of reversal (and losses Impairment applicable. as Income/(Loss) Comprehensive of Statements Consolidated the in gain/(loss) other in recognised are FVTPL at assets financial of value fair the in Changes established. is payment receive to Group’sright the when income other as loss or profit in recognised be to continue investments such from Dividends investment. the of derecognition the following loss or profit to losses and gains value fair of reclassification subsequent no is there income, comprehensive other in investments equity on losses and gains value fair present to elected has Group’s management the Where value. fair at investments equity all measures subsequently Group The shares. those to relation in amounts exclude account reserve merger and capital share for information financial the in presented amounts the shares, Group’s the own of form legal the takes classified so instrument the Where liability. a financial as classified is instrument financial the met, not is definition this that To extent the 98 • 2. 1. 32: IAS with accordance in conditions, two following the meet they that extent the to only equity as treated are Group the by issued instruments Financial Group the by Issued Instruments Equity cancelledobligationsor areexpire. discharged, contractual a financialwhenits The Group derecognises liability FVTPL. as instrument entire the for account to elected has Group the bifurcation, for qualify that derivatives embedded with shares preferred has Group the When method. FVTPL the under for accounted be to qualifies instrument the if IFRSunder determine to 9, assessed are instruments financial These liabilities. current as classified are which derivatives, embedded with payable notes and shares preferred have Group’s subsidiaries the of majority The derivatives areembedded accounted cost. for at amortised without shares preferred subsidiary and payable notes Subsidiary technique. valuation appropriate an using FVTPL at re-measured are liabilities financial these recognition, initial After value. fair at recognised initially are liabilities Warrant liability. warrant and shares, preferred payable, notes subsidiary payables, other and trade of consist liabilities Group’s financial The Liabilities Financial material. not was assets financial on impact accounting the income, interest and impairment, model, measurement and classification the complexity, of lack their and held assets financial the of nature the to Due value. fair at held Investments and receivables, other and Trade deposits, Other deposits, of Certificates Treasuries, US equivalents, cash and Cash were: review this to subject assets financial The changes. accounting any identify 9to IFRS 39 and IAS between assessment an completed and Position Financial of Statements Consolidated its in reported assets financial the reviewed Group The 1.
Group exchanging a fixed amount of cash or other financial assets for a fixed number of its own equity instruments. equity own its of number for a fixed assets financial other or cash of amount a fixed exchanging Group the by settled be will that a derivative is or instruments equity Group’s own the of number a variable deliver to obligation no and Group; the to unfavourable potentially are that conditions under party another with liabilities financial or assets the customer’s intent and ability to pay the promised consideration. consideration. promised the pay to ability and intent customer’s on the based probable is transferred are that services or goods for consideration all substantially of collection that determines Group the (iii) and, substance commercial has contract the (ii) services, or goods those to related terms payment the identifies and transferred be to services or goods the regarding rights party’s each defines that a customer with contract enforceable an into enters Group the (i) when exists a customer with –Acontract a customer with contract(s) the Identify Where the instrument will or may be settled in the Group’s own equity instruments, it is either a non-derivative that includes includes that a non-derivative either is it instruments, equity Group’s own the in settled be may or will instrument the Where financial exchange to or assets financial other or cash deliver to Group the upon obligations contractual no include They PureTech Health plc Health PureTech Accounting policies Annual report and Annual 2018 accounts report — continued — continued retranslated to the functional currency at foreign exchange rates ruling at the dates the fair value was determined. was value fair the dates the at ruling rates exchange foreign at currency functional the to retranslated are value fair at stated are that currencies foreign in denominated liabilities and assets Non-monetary transaction. the of date the at rate exchange the using translated are currency a foreign in cost historical of terms in measured are that liabilities and assets Non-monetary income. comprehensive other in directly recognised are which hedges, flow cash qualifying or effective, is that operation in a foreign investment net the of as a hedge designated liability a financial of retranslation the on arising Income/(Loss) Statement in of are the Consolidated except on Comprehensive recognised remeasurement arising for differences differences exchange Foreign date. that at ruling rate exchange foreign the at currency functional the to retranslated are date sheet balance the at currencies foreign in denominated liabilities and assets Monetary transaction. the of date the at ruling rate exchange foreign the at entities Group of currencies functional respective the to translated are currencies foreign in Transactions Foreign Currency Income/(Loss).Comprehensive Other in Income/(Loss) Comprehensive of Statements Consolidated the in reported are subsidiary this of translation the from resulting differences exchange Foreign period. the for rate exchange average the at translated are expenses and revenues and date sheet balance the on prevailing rate exchange the at dollars US to translated are subsidiary this of liabilities and assets The Euro. the is currency functional whose subsidiary Italian an for dollar, US except the is Group the of members all of currency functional The dollars”). (“US dollars States United in presented are statements financial consolidated These Currency and Presentation Functional compensate. to intended is grant the which for expense reimbursable related the recognises Company the which in periods the over Income/(Loss) Comprehensive of Statements Consolidated the in recognised is income Grant expenses. such incurring upon receivable unbilled an records Company The expense. development and research the incurred has Company the after expenses certain for reimbursement for expenses qualifying submits Company The conditions. necessary the meeting of a result as received be will payment grant the that expected is it and arrangement grant each of conditions the meeting of assurance reasonable has Company the that ensure to date reporting each of as grant each of conditions the evaluates Company The received. be will grants the under payments that assurance reasonable is there and agreement grant the within conditions the with comply will Company the that assurance Income/(Loss), that wereComprehensive related of is to there when reasonable gross the grant, the expenditures obtaining of Statement Consolidated the in income grant as agencies governmental from grants recognises Company The Income Grant 31 2017 December as revenue 2018. was received during once acceptance the consideration and recognising isuntil received for acceptance the milestone. This in resulted PureTech as of expenses service-related capitalised Health capitalising be to are services the fulfil to incurred costs that determined was it clauses, acceptance to due payment to right enforceable an have not does entity the where cases For supplies. and expenses laboratory hours, labour on based method input the using recognised is revenue and criteria following the meet that contracts has Group the that determined was It date. to completed performance for payment to right enforceable an has entity the and entity the to use alternative an with asset an create not does performance entity’s (c) the or enhanced; or created is asset the as controls customer the that asset an enhances or creates performance entity’s the (b) performs; entity the as performance entity’s the by provided benefits the consumes and receives simultaneously customer (a) the following: the of one meet services the that determined be can it when time over recognised be to determined is agreements services from generated Revenue • • • • 1. Notes to the Consolidated Financial Statements
performance obligation is satisfied by transferring a promised good or service to a customer. service or good a promised transferring by satisfied is obligation performance related the time the at recognised is Revenue below. detail further in discussed as time in a point at or time over either obligations performance satisfies Group The – obligation a performance satisfies Group the (or as) when revenue Recognise obligations. performance the to related guidelines pricing approved internally and conditions market as such information available account into taking price selling standalone the estimates Group the transactions, past through observable not is price selling standalone the If separately. sold is obligation performance the which at price the on based price selling standalone determines Group The obligation. performance a single of part forms that service or good a distinct to or obligation a performance to entirely allocated be to criteria the meets and variable is price transaction the unless basis price selling standalone a relative on based obligation performance each to price transaction the of allocation an require obligations performance that multiple contain obligation. Contracts is to price allocated the single performance obligation, the entire transaction a single contains performance – If the contract obligations in the contract to price the performance the transaction Allocate below. detail further in category revenue by discussed is which judgement, significant requires price transaction the Determining occur. not will contract the under revenue cumulative of reversal future a significant that probable is it Group’s judgement, if, the in price transaction the in included is consideration Variable consideration. variable the of nature the on depending method amount likely most the or method value expected the either utilising price transaction the in included be should that consideration variable of amount the estimates Group the consideration, variable includes price transaction the To extent customer. the the to services or goods transferring for exchange in entitled be will Group the which to consideration the on based determined is price transaction –The price transaction the Determine contract. the in promises other from identifiable separately is services or goods the of transfer the whereby contract, the of context the in distinct are and Group, the from or parties third from available readily are that resources other with together or own its on either service or good the from benefit can customer the whereby distinct, being of capable both are that customer the to transferred be will that services or goods based the on identified are a contract in promised obligations –Performance contract the in obligations performance the Identify Accounting policies — continued — continued PureTech Health plc Health PureTech Annual report and accounts 2018 accounts and report Annual
99
Financial statements Financial statements Notes to the Consolidated Financial Statements 100 Group. the by obtained are instruments of how regardless the equity payment transactions, share-based are for accounted as equity-settled instruments, equity own its for consideration as services or goods receives Group the which in arrangements, payment Share-based Payments Share-based available. is payments future in a reduction or refund a cash that extent the to asset an as recognised are contributions Prepaid employees. by rendered are services related which during periods the in expense benefit employee an as recognised are plans contribution defined to contributions for Obligations amounts. further pay to obligation constructive or legal no has and entity a separate into contributions fixed pays entity an which under plan benefit is a post-employment plan contribution A defined Defined Contribution Plans reliably. estimated be can obligation the and employee, the by provided service past to due obligation constructive or legal a present has Group the if paid be to expected amount the for recognised is A liability provided. is service related the as expensed and basis undiscounted an on measured are obligations benefit employee Short-term Short-Term Employee Benefits Benefits Employee Income/(Loss).Comprehensive of Statements Consolidated the in recognised is and rate interest effective original asset’s the at discounted flows cash future estimated the of value present the and amount carrying its between difference the as calculated is loss impairment An asset. the of flows cash future estimated the impact that recognition initial after occur events loss more or one if impaired are assets financial These period. reporting each at impairment for cost amortised at measured assets financial assesses Group The Cost at Amortised Measured Assets Financial of Impairment Income/(Loss). of Comprehensive Statements in the Consolidated and recognised calculated is loss impairment the impaired, is instrument an If cost. instrument’s the below value fair in decline prolonged or a significant is there when is recognised loss impairment be impaired. An should that evidence the assets is there objective whether assess to period reporting each at reviewed are assets financial These instrument. each for taken election the on depending loss, and profit through or Income/(Loss) Comprehensive Other through value fair at carried are assets Group’s financial The Value at Fair Carried Assets Financial of Impairment Income/(Loss). Comprehensive of Statements Consolidated the in recognised is loss impairment an impaired, is instrument asset financial If a non- flows. cash independent largely are there which for levels lowest the at grouped are assets testing, impairment of purposes the For amount. recoverable its exceeds amount carrying asset’s an when recognised is loss impairment An use. in value and disposal of cost less value fair asset’s an of higher the is amount recoverable The estimated. is amount recoverable asset’s an then exist, impairment of indicators such any If impairment. of indicators are there whether to determine date reporting each at assets intangible and equipment and property its of amounts carrying the reviews Group The Assets Non-Financial of Impairment Impairment patents. underlying the of life remaining the typically is which lives, useful estimated their over licenses and patents of costs the allocate to method straight-line the using calculated is Amortisation losses. impairment and amortisation accumulated less cost historical at carried are lives, useful finite with licenses and patents purchased include which assets, Intangible Assets Intangible date. sheet balance each at reviewed are values residual and lives useful methods, Depreciation improvements Leasehold software and equipment Computer Furniture and fixtures equipment and manufacturing Laboratory asset: related the of life useful estimated the over method straight-line the using calculated is Depreciation equipment. and property of components) (major items separate as for accounted are they lives, useful different have equipment and property of item an of parts When activities. development and research or operations in used be to equipment and machinery and improvements leasehold represent construction under Assets to of the acquisition the asset. attributable that are directly expenditures includes Cost losses. impairment accumul
PureTech Health plc Health PureTech Accounting policies Annual report and Annual 2018 accounts report — continued — continued 5-10 years, or the remaining term of the lease, if shorter shorter if lease, the of term remaining the or 5-10 years, years 1-5 7 years years 2-8 which is expected to be recognised beyond one year or one operating cycle. operating one or year one beyond recognised be to expected is which transaction, any for costs deferred and revenue deferred non-current classifies Company The expenditures. development and research and labour capitalised include and revenues deferred to related costs direct represent costs Deferred revenue. as recognised been not has but terms contractual per billed been have that amounts includes revenue Deferred Costs Deferred and Revenue Deferred or income. in other comprehensive in equity relate directly to items recognised they that extent the to except Income/(Loss) Comprehensive of Statements Consolidated in recognised are taxes Deferred basis. a net on balances the settle to intention an is there where entities taxable different or entity taxable same the either on authority taxation same the by levied taxes income to relate liabilities and assets tax income deferred the when and liabilities tax against current assets tax current offset to right enforceable a legally is there when offset are liabilities and assets tax income Deferred date. reporting the at enacted substantively or enacted rates tax using reverse, they when differences temporary to applied be to expected are that rates tax the at measured is tax Deferred realised. be will benefit tax related the that probable longer no is it that extent the to reduced are and date reporting each at reviewed are assets tax Deferred used. be can they which be will against available profits taxable future that probable is it that extent the to differences temporary deductible and credits tax losses, tax unused unused for recognised are assets tax Deferred purposes. taxation for used amounts the and purposes financial for reporting liabilities and assets of amounts carrying the between differences temporary to due recognised is tax Deferred years. previous of respect in payable tax to adjustment any and date, reporting the at enacted substantially or enacted rates tax year, the using for loss or income taxable the on receivable or payable tax expected the is tax income Current return. tax income US 2018 2017, and 31 December a consolidated ended filed years Group the the For equity. in directly recognised items to relates it that extent the to except Income/(Loss) Comprehensive of Statements Consolidated the in recognised is tax. Tax income deferred and current comprises year the for loss or profit Tax the on Taxation transactions. financing with associated liabilities derivative and warrant of value fair the in changes the and expense interest loan comprise Finance method. costs interest Income/(Loss) of via Comprehensive the effective Statements Consolidated the in accrues it as recognised is which treasuries, US in invested funds on income interest of comprised is income Finance Finance Income and Finance Costs lease. the of term the over expense, lease total the of part integral an as recognised are received incentives Lease lease. the of term the over basis a straight-line on Income/(Loss) Comprehensive of Statements Consolidated the in recognised are leases operating under made Payments periods. reporting the during leases operating has only Group The leases. operating as classified are leases other All leases. finance as classified are ownership of rewards and risks the all substantially has lessee the where Leases Group. the to transfer ownership of rewards and risks the all substantially whether on depending leases, operating or finance either as inception at leases its classifies Group The Leases Operating liability. the to specific risks reflects that rate a pre-tax at flows cash future expected the discounting by determined are Provisions obligation. the settle to required be will benefits economic of outflow an that probable is it and measured reliably be can that event, a past to due obligation constructive or legal a present has Group the when Position Financial of Statements Consolidated the in recognised is A provision Provisions Income/(Loss). of Comprehensive Statements in the Consolidated as incurred is recognised expenditure the development Otherwise, considered for capitalisation include the of cost materials, labour of and direct expenditures an overhead appropriate proportion The costs. processes. or products improved substantially or new of
Accounting policies — continued — continued PureTech Health plc Health PureTech Annual report and accounts 2018 accounts and report Annual
101
Financial statements Financial statements Notes to the Consolidated Financial Statements As a result, a prior year adjustment has been made to correct the position. The impact of this has been as follows: as been has this of impact The position. the correct to made been has adjustment year a prior As a result, $131.4 of value’ fair at held million. ‘Investments of respect in recorded been have should losses) tax available of offset the of (net $4.4million of liability tax 2017, deferred net at as December 31 that a non-cash identified 2018 Directors the During Tax Adjustment Deferred presentation. statement financial current-period the with conform to reclassified been have amounts period prior Certain Group’s Directors. the as identified been has CODM The segments. the to allocated resources about decisions making for responsible is and performance their assess to order in segments operating the for information financial discrete reviews CODM (“CODM”). maker The decision operating chief the to provided reporting internal the with consistent is that a manner in reported are segments Operating Segments Operating instruments. these of maturities short the of because value fair their approximates Position Financial of Statements Group’s Consolidated the in liabilities current other and expenses accrued payable, deposits, accounts cash, restricted investments, short-term receivable, accounts equivalents, cash and cash of amount carrying The change has occurred. the which during period reporting the of end the at hierarchy value fair the of levels between transfers recognises Group The 102 • • expedients: practical following the apply also will Group the transition Upon restated. be not will information comparative therefore and transition of date the at liability lease the to equal amount an at asset right-of-use the measuring by approach retrospective modified the apply will Group the leases, operating existing For leases. finance as treated be to continue will leases finance Existing estate. real from leases include 16 IFRS by principally impacted leases Group’s operating The operations. of results its affect and Position Financial of Statements Consolidated the on liabilities and assets the increase materially IFRS of not will 16 adoption the expects Group The entity. the of flows cash and performance financial position, financial the on have leases that effect the assess to statements financial of users for a basis gives information This transactions. those represents faithfully that a manner in information relevant provide lessors and lessees that ensure to is objective The leases. all for rentals pay to liabilities and item, leased the use to right the of representative assets recognise to lessee the requires which model accounting sheet on-balance a single, introduces standard The a Lease. of Form Legal the Involving Transactions of Substance the Evaluating SIC-27 and –Incentives; Leases SIC-15 a Lease; Operating contains Arrangement an whether 4Determining 17 IFRIC IAS Leases; 2019 supersedes: and 1January after or on beginning periods annual for effective is standard The leases. of disclosure and presentation measurement, recognition, the for principles the out 16IFRS sets 16,IFRS Leases below. out set is interpretations and standards new these of impact the of assessment The Company’s information. financial consolidated the preparing in applied 2019 been not have and 1January after or on commencing periods annual for effective are standards existing to amendments and interpretations, standards, new of A number 2. • • • • • • • • • • • • follows: as techniques valuation the in used inputs the on based hierarchy value a fair in levels different into categorised are values Fair inputs. unobservable of use the minimising and inputs observable relevant of use the maximising value, fair measure to available are data sufficient which for and circumstances the in appropriate are that techniques valuation uses Group The value. fair their at measured be liabilities and assets non-financial and financial its that require policies Group’s accounting The Fair Value Measurements 1.
There is no impact on the balance sheet as at 31 December 2016. 31 at as December sheet balance the on impact no is There nil). (previously million $4.4 as 2017 reported now 31 is at December liability tax Deferred million). $64.0 $59.6 as (previously million 2017 reported now 31 is at December equity total The million). (previously $214.3 $209.9 as million 2017 reported now 31 is at December company the of owners to attributable Equity The $127.9as (previously $132.3 2017million reported now is at December million). 31 deficit accumulated The million). $68.5 of a loss (previously $72.9 as million 2017 reported now 31 is December ended year the for loss comprehensive total The $30.9 of million). income as (previously million $26.5 as 2017 reported now 31 is December ended year the for company the of owners the to attributable Income $70.7 of million). a loss $75.1 as (previously 2017 million reported now 31 is December ended year the for loss net The $0.1 million). approximately of a credit (previously million $4.4 of a charge as 2017 reported now 31 is December ended year the for credit (charge)/ tax The inputs). (unobservable data market observable on based not are that liability or asset the for 3: inputs Level prices). from (i.e. derived indirectly or prices) (i.e. as directly either liability, or asset the for observable are 1that Level in included prices quoted than other 2: inputs Level liabilities. or assets identical for markets active in (unadjusted) 1: prices Level quoted Use hindsight when assessing the lease term; and and term; lease the assessing when hindsight Use assets; right-of-use the from costs direct initial Exclude
PureTech Health plc Health PureTech New Standards and Interpretations Not Yet Adopted Accounting policies Annual report and Annual 2018 accounts report — continued — continued
impact on the Group. the on impact a material have to expected be would that effective yet not are that interpretations IFRIC or IFRS other no are There assets. value low of leases and leases short of exclusion the by 16 IFRS offset under extensions term lease to due are differences the Contingencies, and –Commitments 22 note in 2018 disclosed 31 at as December leases operating non-cancellable all under commitments $9.9 the rental than minimum $0.9 higher is million million adoption upon liability lease undiscounted The to:IFRS be will 16 adopting of impact financial the that estimates Group The charge. interest an to rise give will liability lease the and basis a straight-line on depreciated be will asset right-of-use The rate. borrowing incremental its use will Group the determined, readily be cannot rate this If lease. the in implicit rate the using by discounted date, transition the at paid not are that payments lease the of value present the at measured initially is liability lease The for: lease the of life the over basis a straight-line on expense an as payments lease for account to elect will Group The Revenue Budget below: detailed is which of sensitivity The flows. cash projected and budgets its in management by estimate a significant includes obligation performance the satisfy to cost total so, the doing In overtime. revenue recognising in method inputs the of application management’s to due arises uncertainty estimation an Additionally, States. United the in generated were customers from revenue in recorded amounts All Google of a subsidiary LLC, Services BMEB Inc. Biotech, Janssen Customers over10%ofrevenue Transferred over time time in a point at Transferred Timing ofrevenue recognition 18 2017 for (IAS 15 IFRS 2018) and for customers from Revenue For theyearsended31December: of the following: consists Income/Loss Revenue Statement of in the Consolidated Comprehensive recorded 3. • • • • • • 2. Notes to the Consolidated Financial Statements Grant revenue (IAS 20) (IAS revenue Grant Total revenue transfer of control of the underlying performance obligations and the geographic location of the customer. the of location geographic the and obligations performance underlying the of control of transfer the on based revenue disaggregates Group The factors. economic by affected are flows cash and revenue of uncertainty and timing, amount, nature, the how depicts that a manner in customers with contracts from revenue disaggregates Group The Revenue Disaggregated adoption. of date the on statements financial Groups the to impact insignificant an had standard this of adoption The period. that to applicable standards recognition revenue governing the with accordance in reported be to continue and restated been not have amounts period 15, IFRS prior while under 2018 presented are 1January after or on beginning periods reporting for Results date. effective the after or on initiated contracts new all and date effective the of as completed not were that contracts to method this applied only has and method retrospective modified 2018, the using 1January 15 IFRS effective adopted Group The
Increase FY2019 Operating profit by $0.1by net profit million FY2019 Operating Increase and adoption; on liability $11.5 an lease and asset additional million a $10.8 right-of-use million Recognise $5,000. than less of a value has asset underlying the where Leases and options; purchase no containing and less or 12 of months a term with Leases in lease contracts. components the non-lease from Will the lease components not separate a lease. contains or is a contract whether reassess to Not New Standards and Interpretations Not Yet Adopted Revenue — continued — continued PureTech Health plc Health PureTech Annual report and accounts 2018 accounts and report Annual (264,678) 16,371 20,748 4,377 $000s +10% 2018 323,494 13,415 16,371 12,000 13,415 1,415 2,956 1,885 2,535 $000s $000s $000s -10% 2018 2018 2017 650
103
Financial statements Financial statements Notes to the Consolidated Financial Statements 104 funding additional as, well as networks, and knowledge industry additional provide will who partner, investment debt or equity an with partnership a strategic seek to plan or into entered have either and programmes development and research active have subsidiaries these Currently, capital. dilutive third-party raising, of process the in currently are or raised, already have currently and teams management independent hire, to plans have, have or either that subsidiaries operational consolidated currently are that PureTech’sdivision within Affiliates programmes the of comprised is segment”) (the “Affiliate segment Affiliate The Affiliates Biopharma, Inc., Glyph Biosciences, Inc., Inc. and Nybo Therapeutics, Calix Inc., Therapeutics, Ariya included 2018, segment this 31 of December As development. and research and development, business strategy, the for responsible is who PureTech team, the by Health conducted is division Internal the of management operational The near-term. the in financing of sources non-dilutive or PureTech funding either Health through advanced be will that technologies the of comprised is division Internal The disorders. neuroimmune and diseases, autoimmune cancers, including needs, unmet major with diseases of treatment targeted the for components system immune various of biodistribution and transport the leverage programmes These manner. in a tissue-specific disease modulate to trafficking cell immune and lymphatics in discoveries recent by fuelled a pipeline advancing is division”), “Internal (the division Internal The Internal below. tables the in period prior the and current the both in adjusted been has change This performance. assesses and resources allocates Group’s results, the review Directors of Board Company’s the how reflects change The segments. operating of definition its revised 2018, Company the 31 December ended year the During are provided. disclosures geographical no accordingly, and US the within generated are Group the of activities generating profit and revenue the of all Substantially, below. outlined are segments, reportable also are which segments, Group’s operating The Directors. the by unit a distinct considered is segment operating Each segments. operating four of results the monitor Directors The performance. assessing and resources allocating of purposes the for quarterly least at Directors the to provided information financial the on based reported are segments Group’s operating The decision-makers. Group’s strategic the are Directors The forBasis Segmentation 4. Position. Financial of Statement Consolidated the on assets non-current Other as well as assets current other and expenses Prepaid within included are which fulfil to cost of million $0.8 capitalised has 2018, Group the 31 of December As time. in a point at or time over be this whether revenue, associated with line in recognised and paid when capitalised are licenses property intellectual for parties third to made payments The incurred. as expensed are associated costs the therefore time over recognised is services professional for labour direct with associated revenue The contract. the under generated revenue through recovered be to expected are (iii) and contract, the under obligation performance Company’s the satisfy to used be will that resources generate to expected are (ii) to directly contract, relate the (i) that contracts our fulfil to incurred costs incremental We capitalise materials. direct and licenses property intellectual for parties third to made payments services, professional for labour direct include costs fulfilment Contract a Contract Fulfil to Cost Obligation Remaining Performance occurs: control of transfer as obligations performance obligations as revenue, to the remaining the Groupthese will with recognise revenue performance recognise associated expects Group the when summarises 31, table 2018 December of following as $10.3 was The million. obligations performance remaining to allocated consideration transaction of amount aggregate The period. reporting the of end the of as started has contract the of fulfilment which for and year one than greater is that term contract expected original an with contracts within obligations performance satisfied or partially of price unsatisfied the transaction obligations represent Remaining performance liabilities Contract receivable Acc
PureTech Health plc Health PureTech Revenue Revenue Segment Information — continued Annual report and Annual 2018 accounts report — continued Less than1Year 6,268 Greater than1Year 4,055 10,323 6,643 $000s 151 2018 Total Revenue from customers Consolidated Statements of Comprehensive Loss Segments: Information Reportable About 2018. 2018 6November and 1January between period 2018 the resTORbio for 2018 8May and 31 and December between period the for Akili reflects segment Affiliates Deconsolidated the in taxes before operations continuing from loss and spend 2018, the 31 December ended months twelve the For segment. this in shares ordinary owns it when accounting of method equity the PureTech utilises Affiliates. (“Akili”) Deconsolidated Inc. are Labs, Interactive (“resTORbio”)resTORbio, Inc. Akili and 2018, of As December 31 Directors. of Board affiliate’s the of members the of a majority elect to right the has longer no (ii) and as a shareholder control voting majority holds longer no PureTech(i) which of Health respect in PureTech’sdivision Affiliates within programmes the of comprised is segment”) Affiliates “Deconsolidated (the segment Affiliates Deconsolidated The Affiliates Deconsolidated Inc. Vor Biopharma, and Inc., Biosciences, Vedanta Inc., CommenSe, Inc., Health, Sonde Inc., Gelesis Inc., Pharmaceuticals, Karuna Inc., Follica, Inc., Entrega, Inc., Therapeutics, Alivio included 2018, segment this 31 of December As company. the of growth pursued the continue to 4. Notes to the Consolidated Financial Statements Other comprehensive income comprehensive Other Grant revenueGrant Net assets/(liabilities) Consolidated Statements of Financial Position: Total comprehensive income/(loss) for the year the for income/(loss) comprehensive Total Total revenue attributable to: Total comprehensive income/(loss) General and administrative expenses administrative and General Research and development expenses development and Research Total operating expenses Other income Other Net finance costs the equity method equity the using for accounted associate of loss net of Share Income/(loss) from continuing operations and amortisation ofand intangible assets amortisation of depreciation of tangible assets, tangible assets shares, payment share-based expense, impairment accounting, financepreferred cost subsidiary – value 39 fair IAS pre taxes before Income/(loss) Finance costs – subsidiary preferred shares preferred – subsidiary Finance costs fair value accounting 39 (2017) 9(2018)/IAS – IFRS costs Finance Share-based payment expense Depreciation of tangible assets tangible of Depreciation Amortisation of intangible assets Amortisation Loss beforeLoss taxes Taxation Income/(loss) for the year the for Income/(loss)
Total liabilities assets Total interests Non-controlling Company the of Owners Segment Information — continued — continued
(10,380) (10,427) 13,365 (7,314) (1,139) (8,453) (1,498) (8,929) (8,453) (8,431) (8,453) (8,453) 2,110 2,985 Internal 2,196 (222) $000s (11) 86 (7) (4) — — — — — — (211,605) 251,372 (26,743) (47,981) (74,724) (22,997) (62,482) (85,479) (73,942) (59,122) (73,942) (74,510) 14,232 39,767 18,503 Affiliates (7,086) (3,999) (8,355) (2,191) 4,271 (214) (275) (568) $000s 120 PureTech Health plc Health PureTech — — Deconsolidated 2018 14,928 14,855 (3,599) (4,299) (7,898) (7,410) Affiliate 7,052 7,052 7,050 7,050 7,052 (372) $000s (22) 20 20 (1) (1) — — — — — — — 1 2 Annual report and accounts 2018 accounts and report Annual Company & 399,011 388,958 (19,271) (20,963) (11,490) 10,053 11,775 (1,692) 35,432 (3,899) (1,655) 5,252 5,226 5,226 6,907 6,907 3,989 Parent (585) (106) (256) $000s Other (26) (22) 29 29 — — Consolidated (124,767) 274,791 441,763 166,972 (70,659) (27,005) (43,894) (70,899) (47,365) (77,402) (11,490) (68,438) (75,548) (12,637) (68,438) 16,371 20,748 22,631 35,462 11,609 (2,476) (2,221) 4,377 (240) (106) (302) $000s
105
Financial statements Financial statements 4. Notes to the Consolidated Financial Statements 106 Income/(loss) for the year Revenue from customers Consolidated Statements of Comprehensive Loss Net assets/(liabilities) Consolidated Statements of Financial Position: of Financial Statements Consolidated Other comprehensive income comprehensive Other revenueGrant for the years ended 31 December 2018 and 2017, respectively. The property and equipment are located in Italy. in located are equipment and 2018 2017, property and 31 The December ended years the respectively. for $1.3 $1.2 and million million approximately were equipment, and property of consisted which assets, Group’s non-current The 2018 2017, and 31 December respectively. ended years the for million $0.5 and nil approximately was US the of outside generated Group’s revenue The 16. note in disclosed is interest non-controlling to attributable is that above shown assets net of proportion The subsidiaries. the to allocated are amounts elimination These consolidation. in eliminated been has segments reporting the and Parent the between activity The process. creation forsubsidiaries, all provides and subsidiaries support other shared and corporate services manages the new programme existing and companies new in investment for capital raises technologies, theme-based in initiatives commences Parent The Total revenue Total income/(loss) for comprehensive the year General and administrative expenses administrative and General Total income/(loss) attributable to: comprehensive Research and development expenses development and Research Total operating expenses Total operating Other income Other Net finance costs the equity method equity the using for accounted associate of loss net of Share Income/(loss) continuing operations from and amortisation ofand intangible amortisation assets assets tangible of depreciation assets, tangible of shares, payment share-based expense, impairment preferred accounting, subsidiary finance– cost value 39 fair IAS pre taxes before Income/(loss) Finance costs – subsidiary preferred shares preferred – subsidiary Finance costs Finance costs – IAS 39 fair value accounting value 39 fair – IAS costs Finance Share-based payment expense Impairment of tangible assets tangible of Impairment Depreciation of tangible assets tangible of Depreciation Amortisation of intangible assets Amortisation Loss beforeLoss taxes Taxation
Total liabilities assets Total interests Non-controlling Company the of Owners PureTech Health plc Health PureTech Segment Information Annual report and Annual 2018 accounts report — continued — continued (3,947) (4,401) (1,938) (4,401) (1,214) (2,978) (4,192) (4,401) (4,380) (4,401) 2,065 Internal (454) (209) $000s 127 (12) (9) — — — — — — — — — — — (181,544) 239,814 (62,510) (29,350) (92,268) (91,860) (18,101) (44,809) (62,910) (31,769) (92,299) (56,279) (19,878) (92,299) 58,270 Affiliates (7,415) (7,309) (1,147) 1,755 2,380 (271) $000s 625 408 31 — — — Deconsolidated 2017 (14,224) (68,269) (82,493) (33,422) (82,493) (20,676) (29,498) (53,122) (82,490) (28,247) (51,852) (82,490) 53,790 20,368 (8,822) (1,470) Affiliate (683) (189) $000s 130 130 (49) (3) — — — — — Company & 261,081 105,818 104,068 276,504 105,818 142,364 108,479 114,024 108,479 (15,423) (18,146) (21,355) (17,608) (3,209) (3,845) (4,411) 1,750 5,053 Parent (624) (637) (412) $000s Other (22) 25 25 (5) — — Consolidated (101,566) (117,955) 280,246 339,846 142,364 (75,094) (72,936) (46,283) (71,672) (80,047) (17,608) (70,711) (71,735) (11,849) (70,711) 28,630 59,600 25,118 (9,509) (1,617) (4,383) 1,885 2,158 2,535 (637) (482) $000s 650 Percentage ownership interest Percentage ownership Share ofnetlossAssociate 1 method equity the using for accounted Associate of loss net of Share Associate in investment Cash associate of offering public initial upon Investment 2017 31 of December As method equity the using for accounted associate of loss net of Share Investment upon deconsolidation 2017 1January At Investment inAssociate 2018. December 31 ended year the during asset financial on Loss item line the on Income/(Loss) of Statement Consolidated resTORbio the to in investment its with connection in value fair to adjustment the for loss million a $33.0 PureTech 2018.Additionally, recorded December 31 ended year the during influence significant of loss on Gain item line the on Income/(Loss) of Statement Consolidated the to recorded was that of million influence $10.3 significant of loss on a gain PureTechin recognising resulting value, fair at held investment an as reclassified PureTech’s was investment influence significant of 2018. loss Upon 31 December ended year the during method equity the using for accounted associates of loss net of Share item line the on Income/(Loss) of Statement Consolidated the to $11.5 of method recorded was that million equity the using for accounted associates of loss a net resulted resTORbio, by that generated losses and profits of share the by adjusted 28, PureTech’s was IAS with investment accordance In accounting. method equity to subject resTORbio was in 2018 PureTech’s 5November 2018 through investment 1January of period the For value. fair at held investment an as for accounted being investment the in resulting accounting method equity of scope the met PureTech’s longer no investment As a result, resTORbio.of decisions policy operating and financial the in participate to power PureTechresTORbio as the lost over influence significant exerted longer no Company the 2018,concluded it November of6 As influence. significant of loss the in result may which changes any identify to Associates its with relationship its re-evaluated continuously Company The conversion. the of completion the upon associate in investment to reclassified therefore was value fair at held investment stock preferred 28. The IAS resTORbio under in investment its for account to a basis re-established PureTech had Health rights, voting corresponding resTORbio and in holdings PureTech’s of light In stock common shares. ordinary to converted PureTech by held Health Shares APreferred resTORbio Series the offering, public the of completion Upon investment. Share APreferred resTORbio Series its to related value fair the adjust to shares preferred –subsidiary costs Finance item line the on Income/(Loss) of Statement 2018 Consolidated the to 31 December ended year the $14.3 of during a loss million resTORbio IPO, PureTech the to recorded Prior Health offering. public initial 2018, its resTORbio, closed Inc., 26 January On PureTech’s nil. to bringing investment Income/(Loss), Comprehensive of Statements Consolidated the through resTORbio $17.6 from loss of PureTech share recognised its Health as million deconsolidation. upon recognised investment the to constrained was and method equity the using for accounted was loss net of share the therefore, deconsolidation, upon PureTech by Health recorded investment initial the than 2017 greater was December for resTORbio’s loss deconsolidation. of date the to subsequent resTORbioby generated losses and profits of share the by adjusted 28, PureTech’s was IAS investment with accordance In accounting. method 2017, equity to 31 of December As subject PureTech’s resTORbio was in investment Income/(Loss). Comprehensive of Statements Consolidated the in million $85.0 of gain unrealised an PureTech recorded Health deconsolidation, of date the on held investments for accounting value fair and deconsolidation the of a result As $72.2 of million. Shares APreferred Series its to related value fair at held investment an and $17.6 of shares ordinary million its to resTORbio related in investment an PureTech recognised Health deconsolidation, of date 2017. 31 of as December the Upon Income/(Loss) Comprehensive of Statements Group’s Consolidated the in included being 2017 November through resTORbioby generated losses and profits the only in resulting a s As of 31 December 2018 31 of December As influence significant of loss upon investment of Reclassification influence significant of loss on Gain Carrying amount of interest in Associate upon deconsolidation event deconsolidation upon Associate in interest of amount Carrying Profit/(loss) Associate of Group's share of profit/(loss)
The calculation of the share of net loss is shown in the table below. table the in shown is loss net of share the of calculation The Investments in Associates in Investments — continued 1 PureTech Health plc Health PureTech Annual report and accounts 2018 accounts and report Annual 115,210 (32,923) (11,490) 34.90% $000s 2018 (117,507) (119,607) 115,210 (17,608) (11,490) (17,608) 17,608 10,287 33.33% 17,608 3,500 $000's $000s 2017
— — — 107
Financial statements Financial statements General and administrative For theyearsending31December: General and administrative For theyearsending31December: follows: as was category, by year, the analysed during Group the by employed persons of number average The 6. Income/(Loss). Comprehensive of Statements Consolidated the within value fair at held investments on Loss item line the on recorded was that $12.7 of a gain million recognised 2018, Company the 31 December ended year the 9. IFRS with During accordance in (Loss), Income/ Comprehensive of Statements Consolidated the through recorded be will stock PureTech’s preferred the in share of value the to movements all and value fair at held asset a financial as treated be will 9and IFRS of guidance the under fall PureTech by held Health shares preferred The Ventures. Joint and Associates in 28, Investment IAS under Akili in investment its for account to basis no PureTech had Health Therefore, nil. is stock common to attributable percentage voting the Akili, in shares ordinary hold not PureTech does As Health shares. ordinary no and Akili in shares preferred PureTech held Health deconsolidation, of date the Upon Equity. in Changes of Statement Consolidated the in seen as equity, historical as well as liabilities and assets all including deconsolidation, of date the of as balances outstanding Akili’s all PureTech removed Health subsidiary. of deconsolidation the on Gain the item line the on Income/(Loss) Comprehensive of Statement Consolidated the to recorded 2018, was which 31 December ended year the during deconsolidation a $41.7 the on gain million the Group’s Income/(Loss). Comprehensive a result As Statements of Consolidated PureTech the deconsolidation, recognised in included May 2018being through Akili by generated losses and profits the only in resulting statements, Group’s financial the from deconsolidated 2018, was May of As Akili entity. the over control of 61.8 a loss from 41.9 to cent per triggering cent, per dropped Akili to related rights voting corresponding and percentage PureTech’s financing, C ownership Series the of close first the following investors, third-party to shares preferred the of issuance the of a result As round. investment this in participate not PureTechdid which Health in financing Stock Preferred C of a Series close first the 2018, completed 8May On Akili inconsolidated the Group’s annual report. fully were results financial subsidiary’s the and 2017, Akili of 31 of control December As PureTech maintained Health Akili 2018 31 of December As value fair at held investment on Loss influence significant of loss upon investment of Reclassification affiliate in investment to investment of Reclassification offering public initial upon value fair at held investment on Loss 2017 31 of December As value fair at held investment on Gain value fair at held Investment 2017 1January At Investment heldatfairvalue Notes to the Consolidated Financial Statements Research and development and Research Research and development and Research Total Total The aggregate payroll costs of these persons were as follows: as were persons these of costs payroll aggregate The 108 5.
PureTech Health plc Health PureTech Operating Expenses Investments in Associates Associates in Investments Annual report and Annual 2018 accounts report — continued — continued 22,939 20,109 43,048 $000s 145 2018 2018 55 90 (115,210) 117,507 129,518 (33,027) (14,308) 84,480 57,583 71,935 22,348 18,956 41,304 $000's $000s 138 2017 2017 56 82 — Consolidated Statement of the Income/(Loss): in reflected as expense payment share-based Group’s consolidated the of classification the provides table following The and accounts. report annual the in disclosed as plans, stock subsidiary and issuances option stock and stock incentive PureTech plc the to Health related 2018 2017, and charges of 31 December ended years comprised the were for expense payment share-based Group The Expense Payment Share-based awards. these of value fair date grant the on based recognised is expense unit the share which in awards restricted performance-based (“RSUs”) and units stock restricted options, stock includes payments Share-based 7. statements financial these of Audit For theyearsended31December: General and administrative For theyearsending31December: Salaries and wages For theyearsending31December: follows: as were expenses Operating 6. Notes to the Consolidated Financial Statements existence of operating losses for all issuing entities. issuing all for losses operating of existence to due presented periods the during arrangements payment share-based for recognised benefit tax income no was There Total development and Research General and administrative For theyearsended31December Audit of the financial statements of subsidiaries of statements financial the of Audit development and Research benefits Healthcare Total operating expenses Audit-related assurance services Audit-related assurance taxes Payroll Auditors remuneration: Taxation Share-based payments Total payroll costs payroll Total Total Total Other SG&A expenses SG&A Other See note 7 for further disclosures related to share-based payments and note 23 for management’s remuneration disclosures. remuneration management’s for 23 note and payments share-based to related disclosures further 7for note See Other R&D expenses R&D Other Total operating expenses Total operating expenses were as follows: as were expenses Total operating
Operating Expenses Share-based Payments Share-based — continued — continued PureTech Health plc Health PureTech Annual report and accounts 2018 accounts and report Annual 124,767 12,637 47,365 27,274 77,402 12,637 43,048 24,426 57,293 81,719 7,344 5,293 1,465 1,672 1,173 $000s $000s $000s $000s 652 200 321 2018 2018 2018 2018 — 117,955 11,849 46,283 26,244 71,672 11,849 41,304 23,935 52,716 76,651 4,224 7,625 1,699 1,512 1,041 $000s $000s $000s $000s 647 254 132 2017 2017 2017 2017
109 8
Financial statements Financial statements Notes to the Consolidated Financial Statements As of 31 December 2018, all shares related to the pre-IPO incentive compensation plan had fully vested. fully had plan compensation incentive pre-IPO the to related 2018, shares all 31 of December As compensation. 2018 2017, PureTech to LLC incentive and 31 related Health December ended respectively, months twelve the for expense payment $1.7 and share-based million in $0.2 of million expense an incurred The Company grant. of date the of as estimated was awarded shares the of value fair The arrangement. compensation this under granted be will shares additional No date. grant the from 10 years expire and settled equity are Plan Issuance Stock LLC Incentive 2016 the PureTech under granted awards share-based The restrictions. vesting to PureTech of subject LLC, Health advisors and directors the management, to shares of issuance the approved 2014, 2015 May In PureTech August LLC Directors and Health PureTech LLC Incentive Stock Issuance 2018 2017, and 31 December ended months respectively. twelve the for $1.4 of million $0.6 and options million stock the for expense payment share-based incurred Company The date grant at price Share 110 value fair date Grant yield dividend Expected rate interest Risk-free years) (in terms Expected volatility Expected At 31December: assumptions: average weighted- following the with granted, were options which upon conditions and terms the considering model, valuation option Black-Scholes the using date grant the at estimated was Company the by awarded options stock the of value fair The PSP. the under awards option 2,796,820 stock granted 2018, Company the 31 December ended months twelve the During Stock Options 2018 2017, and 31 December ended months respectively. twelve $1.5 and the for million $2.3 of million RSUs based performance the for expense payment share-based incurred Company The targets. strategic of achievement the on based vesting award the under shares the of cent 25per and Index, Care Health Europe MSCI the to compared as TSR on based vesting award the under shares the of 12.5 cent per Index, SmallCap FTSE the to compared as TSR on based vesting award the under shares the of 12.5 cent per targets, TSR absolute of achievement the on based vesting award under shares the of cent 50 per to the RSUs on (“TSR”), the areachievement based of return attached total conditions shareholder with The performance performance. share relative of distribution predict to data market other and companies public comparable of covariance other and rate risk-free volatilities, price share considers model The shares. those value to simulations 250,000 with process Motion Brownian a Geometric utilising analysis simulation Carlo Monte the on based is awards performance-based the of value fair The conditions. performance-related of outcome estimated the in changes subsequent reflect to any, if recorded are adjustments, Cumulative period. reporting each at targets performance the achieving of probability the assesses Company The achieved. be will targets performance the that probable is it whether of determination its upon based period performance the over expense compensation share-based as awards performance-based of value fair estimated the recognises Company The conditions. performance of satisfaction the to subject is RSUs the of Vesting RSUs. the of settlement on share ordinary per pence one of a payment make to required be will recipient each vesting, Following RSUs. the for basis a graded on expense compensation recognises Company the which in period service requisite a three-year over schedule vesting a cliff on based are awards RSU the and vesting on share ordinary one to holder the entitles RSU Each plan. PSP the under RSUs based 2,860,782 performance issued 2018, Company the 31 December ended months twelve the During RSUs plan. this under 5,657,602 1,486,576 respectively, and shares, of aggregate an purchase to awards 2018 share-based 2017, and 31 issued December had ended years Company the the of As date. grant the from 10 years expire and settled equity are Plan Share Performance The under granted awards share-based The provider. a service as engaged continuously remains recipient the provided years, four and two between service of a period over terms vesting various have shares The shares. ordinary 22,724,800 of amount authorised a maximum to up subsidiaries its and Company the to services providing individuals other of, and employees and managers senior Directors, the to made be may shares PSP, the ordinary of Under (“PSP”). Plan awards Share Performance the 2015, adopted June Group In the Share Plan The Performance 7.
PureTech Health plc Health PureTech Share-based Payments Payments Share-based Annual report and Annual 2018 accounts report — continued — continued 44.18% 2.79% $2.05 $0.96 6.08 6.08 2018 — 28.92% 1.96% $1.45 $0.43 5.84 5.84 2017 — Vedanta Vedanta Project Sync The Tal Sonde Knode Karuna Follica Entrega Commense Ariya Akili For theyearsended31December: 2018 2017 and 31 follows: as December are ended years the for granted options the for prices exercise average weighted The 1 table: following the in presented is subsidiaries these in shares of number by activity option stock of A summary plans. option stock adopted have Group the of subsidiaries Certain PlansSubsidiary 7. Notes to the Consolidated Financial Statements Gelesis Akili Alivio Gelesis Alivio Alivio Ariya Akili Commense Commense Entrega Entrega Follica Follica Karuna Karuna Sonde Knode Sync Sonde Vedanta Tal nonemployees of Gelesis. At 31 December 2018, 329,559 shares remained available for issuance under the Gelesis Plan. Gelesis the under issuance for available 2018, 329,559 31 At remained December shares Gelesis. of nonemployees and directors, employees, to stock restricted and options, stock nonqualified options, stock incentive of grant the for provides “2016 which Plan”) (the Plan Gelesis 2016 Incentive the Stock approved Gelesis of 2016, Directors the September In 2016 Plan Incentive Gelesis Stock Significant Plans Subsidiary The Sync Project Sync The Vedanta
These shares represent the options outstanding on the date of Akili’s deconsolidation. Akili’s of date the on outstanding options the represent shares These Share-based Payments Payments Share-based — continued 1,194,014 1,080,000 1,663,806 1,271,302 2,385,355 2,393,750 2,728,232 Outstanding 2,489,031 1,599,423 1,763,806 Outstanding 855,427 867,750 418,750 — continued 400,000 821,500 449,505 742,677 850,000 882,250 1 January 35,000 32,500 1 January 75,000 2018 as of 2017 as of — — — 1,111,000 2,180,000 2,393,750 1,119,283 278,786 121,666 953,500 During the During the 297,500 795,432 112,750 230,000 359,764 60,000 18,750 52,500 57,500 Granted Granted Year Year — — — — — — — — — During the During the Exercised Exercised (9,500)
PureTech Health plc Health PureTech Year Year — — — — — — — — — — — — — — — — — — — — — — — — (190,059) During the During the (24,800) (30,250) (32,500) (41,850) (45,000) (75,000) (11,438) (6,250) (4,125) (3,750) (4,687) Expired Expired Year Year — — — — — — — — — — — — — Annual report and accounts 2018 accounts and report Annual (1,080,000) (2,385,355) (107,427) During the (74,250) (12,375) During the (58,299) (17,813) (25,000) (36,562) Forfeited (2,750) (6,250) Forfeited (6,250) 2,500 14.66 0.03 1.34 1.95 9.42 2018 Year Year — — — — — — — — — — — — — — — — — $ 1 31 December 1,373,750 1,630,806 1,949,927 1,229,452 2,180,000 2,393,750 3,681,732 31 December Outstanding 2,728,232 2,393,750 2,385,355 1,271,302 1,663,806 1,080,000 1,194,014 Outstanding 540,416 924,000 418,750 867,750 855,427 22,500 32,500 35,000 12.88 2018 2.55 0.03 0.92 2.36 0.93 7.08 0.13 0.07 as of 2017 2017 as of
— — — — 111 $
Financial statements Financial statements Notes to the Consolidated Financial Statements forfeitures, is recognised over the options’ vesting period. vesting options’ the over recognised is forfeitures, estimated of effect the including options, of value fair estimated The grant. of date the on shares ordinary underlying the of value market fair the than less not share per a price at exercisable are Plan 2009 Karuna the under granted Options Directors. of Board Karuna’s of discretion the on based vary can conditions vesting but years three in vest awards Typically, date. the grant the from 10 years expire and settled equity are Plan 2009 Karuna the under granted options The Plan. 2009 Karuna the under issuance for available remained 2018, shares 106,865 31 At December of Karuna. advisors and consultants directors, officers, employees, to Plan 2009 Karuna the under awards stock-based other and units stock restricted options, stock through awards compensation share-based 1,000,000 of issuance the for Plan”). allowed It 2009 “Karuna (the Plan Incentive Stock 2009 the approved Inc. Pharmaceuticals, Karuna for Directors of Board 2009,In the Plan Incentive Stock 2009 Inc. Pharmaceuticals, Karuna 2017,and respectively. 2018 31 December ended years the for $2.1 of $2.4 million and million expense compensation share-based incurred Vedanta date grant at price Share value fair date Grant 112 yield dividend Expected rate interest free Risk volatility price award Expected years) (in life award Expected Assumption/Input yield dividend Expected rate interest free Risk volatility price award Expected years) (in life award Expected Assumption/Input assumptions: average weighted following the with model pricing option Black-Scholes the using grant of date the at estimated been has grants option stock the of value fair The period. vesting options’ the over recognised is forfeitures, estimated of effect the including options, of value fair estimated The grant. of date the on shares ordinary underlying the of value market fair the than less not share per a price at exercisable are Plan 2016 the Gelesis under granted Options Directors. of Board Gelesis of discretion the on based vary can conditions vesting but years three in vest awards Typically, date. the grant the from 10 years expire and settled equity are Plan 2016 the Gelesis under granted options The 7. Share price at grant date grant at price Share value fair date Grant with the following range of average assumptions: average of range following the with model pricing option Black-Scholes the using grant of date the at estimated been has grants option stock the of value fair The period. vesting options’ the over recognised is forfeitures, estimated of effect the including options, of value fair estimated The grant. of date the on shares ordinary underlying the of value market fair the than less not share per a price at exercisable are 2016 Plan the Vedanta under granted Options Directors. of Board Vedanta’s of discretion the on based vary can conditions vesting but years three in vest awards Typically, date. the grant the from 10 years expire and settled equity are 2016 Plan the Vedanta under granted options The Plan. Vedanta the under issuance for available remained 2018, shares 106,865 31 At 1,660,503. to December shares of number aggregate the increased 2010 the Plan amended Directors of 2018, Board the September In Vedanta. of nonemployees and directors, employees, to 1,000,000 compensation share-based awards through incentive stock options, nonqualifiedstock options, stock and restricted issuance the “2010 for (the Plan Plan”). allowed It 2010 Incentive the Stock approved Vedanta for Directors of 2010,In Board the Plan 2010 Incentive Stock Vedanta 2017,and respectively. 2018 31 December ended years the for million $4.2 $3.9 and of million expense compensation share-based incurred Gelesis option. the of term contractual the and term vesting the of average the be to presumed is life expected average weighted the approach, this Under grants. option share value to money the at granted options all for method “simplified” the use to elected Gelesis options, the of term expected the to calculate data exercise share historical sufficient not is As there similarities. industry upon based selected were which companies comparable of group a peer for data reported of analysis an on based volatility price share historical average an used Gelesis
PureTech Health plc Health PureTech Share-based Payments Payments Share-based Annual report and Annual 2018 accounts report — continued — continued 91.60%-92.56% $11.21-$11.26 2.65%-2.78% 6.03-6.16 $14.66 2018 — 64.58% $12.82 2.79% $7.84 6.22 2018 — 1.13%-2.37% 66.0%-76.0% $6.76-$9.01 5.66-10.00 67.99% $11.56 $11.56 1.80% $7.72 5.68 2017 2017 — — Income/(Loss) Attributable to Owners of the Company: to Owners Income/(Loss) Attributable 2017, 2018 and respectively. 31 December ended years the during outstanding shares ordinary of number average weighted the by shareholders ordinary to attributable period the for income/(loss) the dividing by calculated been has share per loss diluted and basic The 9. loss or profit through value fair at not assets financial from Interest Finance income For theyearsended31December the breakdown ofThe following shows finance table andincome costs: 8. assumptions: average weighted following the with model pricing option Black-Scholes the using grant of date the at estimated been has grants option stock the of value fair The 7. Notes to the Consolidated Financial Statements Income/(loss) attributable to ordinary shareholders to ordinary Income/(loss) attributable of the Company Income/(loss) for the year, to the owners attributable value fair date Grant yield dividend Expected rate interest free Risk volatility price award Expected years) (in life award Expected Assumption/Input was $0.8 million and $1.0 million for the years ended 31 December 2018 2017, and 31 December ended $1.0 years and the respectively. for million $0.8 million was Karuna and Vedanta Gelesis, including not Group the of subsidiaries other at plans under expense compensation stock The Plans Other 2017,and respectively. 2018 31 December ended years $1.9 of the for million $0.4 expense and million compensation share-based incurred Karuna date grant at price Share Totalincome finance Contractual interest expense on convertible notes on convertible expense interest Contractual Finance costs Interest expense on other borrowings other on expense Interest Non-cash interest expense on convertible securities convertible on expense interest Non-cash Loss on forgiveness of debt of forgiveness on Loss Loss onLoss extinguishment of derivatives Gain on foreign currency exchange currency foreign on Gain Total – contractual finance costs Gain from change in fair value of warrant liability warrant of value fair in change from Gain Gain/(loss) on fair value measurement of derivative liability derivative of measurement value fair on Gain/(loss) Total finance costs – fair value accounting value fair – costs Total finance Total finance costs – subsidiary preferred shares preferred subsidiary – costs Total finance Total finance costs finance Total Finance net costs,
Earnings/(Loss) per Share Finance net Cost, Share-based Payments Payments Share-based — continued — continued (43,654) (43,654) $000s Basic PureTech Health plc Health PureTech 2018 (43,654) (43,654) Diluted $000s Annual report and accounts 2018 accounts and report Annual 49.66% 22,549 22,631 (14,414) 26,472 26,472 11,609 2.86% 3,358 3,358 $1.69 $9.40 8,251 (388) $000s $000s 5.67 289 137 2018 2018 Basic 34 82 (4) — — — 2017 (73,582) (71,735) (81,797) (80,047) 26,472 26,472 50.28% (9,509) 1,750 1,750 1,847 Diluted 1.95% $3.51 $7.08 $000s (400) (300) (553) $000s 169 2017 6.07
2017 (18) (4) — 113 —
Financial statements Financial statements Notes to the Consolidated Financial Statements Balance as of 31 December 2017 31 of as December Balance Property andEquipment,net Basic and diluted earnings/(loss) per share per earnings/(loss) diluted and Basic Balance as of 1 January 2017 1January of as Balance and impairment loss Accumulated depreciation 2017 1January of as Balance vested. not are they since anti-dilutive considered are shares such because outstanding shares ordinary average weighted diluted of computation 2018 11,867,641 2017 were and 31 December there ended the years from the For 5,727,477 excluded and respectively, shares, 114 Cost 10. issued shares of Effect 31 at December shares ordinary Issued Shares: Ordinary of Number Weighted-Average 9. Balance as of 31 December 2018 31 of December as Balance Additions, net of transfers of net Additions, Depreciation Earnings/(Loss) per Share: Weighted average number of shareholders ordinary shares dilutive of Effect Disposals Disposals Deconsolidation ofDeconsolidation subsidiary Deconsolidation ofDeconsolidation subsidiary Reclassifications Reclassifications Exchange differences Exchange Exchange differences Exchange Balance as of 31 December 2017 31 of as December Balance Balance as of 31 December 2017 31 of as December Balance Additions, net of transfers of net Additions, Depreciation Disposals Disposals Exchange differences Exchange Exchange differences Exchange Balance as of 31 December 2018 31 of December as Balance Balance as of 31 December 2018 31 of December as Balance
PureTech Health plc Health PureTech Earnings/(Loss) per Share Property and Equipment Property Annual report and Annual 2018 accounts report — continued Laboratory and Laboratory and Laboratory and Manufacturing Manufacturing Manufacturing Equipment Equipment Equipment — continued (3,222) (1,337) (1,039) (2,360) (1,032) 4,084 7,306 3,722 5,345 1,251 6,082 1,586 (763) (113) (261) (101) $000s $000s $000s 126 249 114 (38) 38 56 — 3 Furniture and Furniture and Furniture and Fixtures Fixtures Fixtures (233) (116) (175) $000s $000s $000s 255 488 294 278 199 469 (56) (60) 27 (8) (3) (8) — — — — — — — — 2 236,897,579 273,848,267 36,950,688 Equipment and Equipment and Equipment and $(0.16) Computer Computer Computer Software Software Software 1,431 1,214 Basic Basic (756) (315) (213) (534) (296) (260) $000s $000s $000s 675 680 854 399 477 — (38) 2018 2018 74 (1) (6) — — — — — — — 236,897,579 273,848,267 36,950,688 Improvements Improvements Improvements $(0.16) Leasehold Leasehold Leasehold Diluted Diluted (1,854) (1,088) 3,070 4,924 2,092 2,676 2,899 2,070 (472) (309) (807) $000s $000s $000s 170 — (26) (27) (18) 44 20 21 — — — — — 9 232,712,542 235,532,388 Construction in Construction in Construction in 2,819,846 process process process $0.11 $000s $000s $000s 239 239 171 Basic Basic 74 11 72 74 (9) (6) — — — — — — — — — — — — — — — — 2017 2017 232,712,542 238,921,308 3,388,920 2,819,846 14,388 10,738 (6,065) (2,240) (1,617) (3,876) (2,476) 8,323 6,862 9,164 2,091 4,331 Diluted Diluted $0.11 (763) (148) (556) (125) $000s $000s $000s 126 285 210 Total Total Total (39) 77 — — 3 Balance at 31 December 2018 31 December at Balance loss and profit through value –fair Loss Gain income/(loss) – comprehensive sale for held investment and affiliate in investment between investment of Reclassification ofDeconsolidation subsidiary 2017 31 at December Balance loss and profit through value –fair Gain Gain income/(loss) – other comprehensive ofDeconsolidation subsidiary 2017 1January at Balance below: shown as value, fair at held investments as for accounted are investments these in Interests influence. significant of loss and/or control of loss to due value fair at held investments now are but statements financial the in consolidated previously were that entities resTORbio, and two Akili around discussion further 5for note to Refer date. reporting each at value fair at re-measured subsequently are and value fair at measured initially are investments, insignificant other and resTORbio, Akili, include which PureTech. by investments, held These securities listed and unlisted both include value fair at held Investments 12. follows: as is assets intangible of amortisation accumulated and cost the regarding Information transferred. consideration non-cash and cash of value the at recorded are and parties third with agreements various through Group the by acquired property intellectual of licenses of consist assets Intangible 11. 2018 2017, and 31 December ended years the respectively. for million $2.2 and million $2.5 of expense depreciation Income/(Loss). of line Comprehensive Statements items in Therecorded Company the Consolidated expenses development and Research and expenses administrative and General the in included is equipment and property of Depreciation 10. Notes to the Consolidated Financial Statements approximately $0.3 million and $0.5 million for the years ended 31 December 2018 2017, and 31 December ended years the respectively. for million $0.5 and million $0.3 approximately method, was using the straight-line expense, recorded Income/(Loss). of Comprehensive Statements Amortisation Consolidated accompanying the in item line expenses development and Research the in included is expense Amortisation 2018 31 December at Balance 2017 31 at December Balance Intangible assets,net 2018 31 December at Balance ofDeconsolidation subsidiary Amortisation 2017 31 at December Balance ofDeconsolidation subsidiary Amortisation 2017 1January at Balance Accumulated amortisation 2018 31 December at Balance ofDeconsolidation subsidiary Additions 2017 31 at December Balance ofDeconsolidation subsidiary Additions 2017 1January at Balance Cost
Investments held at fair value fair at held Investments Intangible Assets Property and Equipment Equipment and Property — continued — continued PureTech Health plc Health PureTech Annual report and accounts 2018 accounts and report Annual 169,755 131,351 (34,615) 70,748 57,334 72,184 (1,987) Licenses Licenses Licenses (1,709) (1,414) (5,000) 3,080 5,067 3,309 5,018 5,080 4,938 2,297 1,750 (302) (482) $000s $000s $000s $000s 187 125
(76) (26) 24 83 115
Financial statements Financial statements Notes to the Consolidated Financial Statements 116 losses. subsidiary the of a proportion allocated not are shares Preferred shares. preferred into converted derivatives and notes any of balance carrying or received amount the at shares preferred into notes of conversion the upon or financing cash of receipt the upon balance share preferred the recognises Group The basis. converted as an on stock common of holders with vote to entitled are shares preferred The sheet. balance the on liabilities as classified been have these Group, the of control the of outside is shares preferred the of conversion possible the Because issued. be will shares of number a variable therefore, and change will conversion on receivable shares ordinary of number the scenarios certain Under charter. the in specified shares preferred subsidiary of holders the of vote the upon or charter subsidiary’s the in specified those above a price at market a public in listing a subsidiary upon shares ordinary into convertible mandatorily and holder the of option the at subsidiaries the of shares ordinary into convertible are shares preferred subsidiary The the aggregate. in at looked when instruments the of value carrying the in changes to leading loss, and profit of statement the through instrument liability financial entire the of value fair the in changes recorded retrospectively instead and derivatives embedded the out split not to elected and liabilities financial its re-assessed Group The FVTPL. at measured as liability a financial designate to standard new the of implementation upon option the had Company the requirement, transition the of part As share instrument. preferred host the with conjunction in 9 IFRS under assessed are that features conversion and redemption contain often affiliates and subsidiaries by issued shares Preferred liabilities. financial of recognition and measurement, classification, the 9addresses IFRS 2018. 1January on beginning period annual the 39 for IAS 9, IFRS replaced which adopted 2018, Company the 1January On 15. 2018 2017, and 31 December respectively 282,493,867 237,429,696 paid and and issued value, £0.01 par of as capital, Share Equity 2018 PureTech 2017 for and follows: 31 of as as December was Total equity 14. cash Restricted As of31December follows: as was cash restricted regarding Information Group. the by leased space office for deposit of a security lieu in of a landlord benefit the for issued are that of a bank with letters credit against collateral as reserved are that amounts represents which held, cash restricted of consist assets financial Other 13. Merger reserve Total assets other financial Share premium Translation reserve Other reserves Other Accumulated deficit Equity attributable to owners of the Group the of owners to attributable Equity Non-controlling interests Non-controlling Total equity Other reserves comprise the cumulative credit to share-based payment reserves corresponding to share-based payment payment expenses recognised through Consolidated Statements share-based to of Comprehensive Income/(Loss). corresponding reserves payment share-based to credit cumulative the comprise reserves Other past. the in dividends any declared not has Company The Directors. Company’s the by declared if and when dividends receive to entitled is share ordinary Each vote. one to entitled is share ordinary Each a vote. for shareholders to submitted matters all on vote to entitled are Shareholders
PureTech Health plc Health PureTech Subsidiary Preferred Shares Subsidiary Equity Assets Financial Other Annual report and Annual 2018 accounts report — continued 31 December (167,692) (108,535) 138,506 278,385 275,507 166,972 20,923 5,375 2,199 2,199 $000s $000s 2018 2018 10 31 December (132,270) (150,305) 138,506 181,588 209,905 17,178 59,600 4,679 $000s $000s 224 2017 927 927 2017 Balance at 31 December 2018 31 December at Balance Accretion ofDeconsolidation subsidiary Group Sync The of Sale value fair at measured shares preferred of value in Decrease notes ofConversion convertible of shares newIssuance preferred 9 IFRS of adoption to due shares preferred to Adjustment 2017 31 at December Balance Accretion Deconsolidation of resTORbio value fair at measured shares preferred of value in Increase issuance at derivatives of Value of shares newIssuance preferred 2017 1January at Balance Akili As of31December follows: as is which subsidiaries, the of event a liquidation upon holders preferred subsidiary the to payable be would that amounts the reflects 2018 preference 2017, and 31 December liquidation ended year the minimum For the event. a liquidation deemed be also shall subsidiary the of assets the of all substantially or all of disposition other or transfer lease, a sale, Additionally, event. a liquidation be to deemed be shall company surviving the of shares outstanding the of a majority own not do subsidiary the of shareholders the which in a subsidiary of transaction other or control voting of sale acquisition, Amerger, shares. ordinary of holders to made be shall payment any before and shareholders to distribution for available subsidiary the of assets the of out paid be to entitled be shall outstanding are which shares preferred subsidiary of holders the a subsidiary, of up winding or dissolution liquidation, involuntary or voluntary any of event the in customary, is As 1 Akili As of31December share balance: preferred the subsidiary The following summarises 15. Notes to the Consolidated Financial Statements Vedanta Biosciences Entrega Entrega Total balance share preferred subsidiary Follica Follica Gelesis Gelesis Karuna Karuna Tal Project Sync The Vedanta Biosciences Tal Total minimum liquidation preference preferred shares: preferred subsidiary of value the in changes following 2018 the 2017, and 31 December ended recognised years Group the the For Afinancings. Series Karuna the Cand Band Series Vedanta the with connection in shares party third of issuance the to due increased preference liquidation 2018, minimum the 31 December ended year the For investors. existing to out paid be will this as hand, on cash the equals above shown preference liquidation the Therefore, liquidating. of process the in was and 2018, operations Tal 31 at December As ceased
1 The value of Tal’s preferred shares significantly decreased due to winding down of operations, as further explained in note 26. note in explained further as operations, of down winding to due decreased significantly shares Tal’s of preferred value The Subsidiary Preferred Shares Shares Preferred Subsidiary — continued — continued PureTech Health plc Health PureTech Annual report and accounts 2018 accounts and report Annual 217,519 140,192 147,791 41,923 77,301 24,343 32,342 41,923 2,216 2,780 1,895 $000s $000s 113 113 109 2018 2018
60 — — 217,519 120,051 120,051 111,770 (36,517) (23,110) (42,747) 54,537 95,584 31,747 24,969 96,937 11,219 21,972 19,935 25,908 60,490 58,714 11,430 15,445 (1,062) 7,930 9,509 2,071 2,020 1,734 (364) $000s $000s $000s 106 465 413 2017 2017
— 117 5
Financial statements Financial statements Notes to the Consolidated Financial Statements Balance at 1 January 2017 1January at Balance 118 segment: reportable by subsidiaries in interest ownership non-controlling classified equity the in changes the summarises following The 16. 3). note (see Health PureTech from deconsolidated was subsidiary the Bfinancing, $19.0 resTORbio’s of Series invested closing Upon million. PureTech which of Health $25.0 million, of proceeds aggregate for Stock APreferred 2017, Series additional October resTORbio issued and March Between million. $5.0 at valued were which shares Apreferred Series for exchange in property intellectual to rights resTORbio obtained which to pursuant Novartis with 2017, agreement March In a licensing resTORbio executed 2020. through Entrega to million $3.0 of a total contribute to agreed Lilly Eli which to pursuant Entrega, with Agreement Collaboration a Research into entered Lilly Eli financing, the in investment its conjunction In $2.0million. invested Lilly Eli which in financing Stock Preferred A-2 2017, a Series December In closed Entrega million. $0.3 PureTech purchased which of Health Stock, Preferred A-2 Series of issuance the through million $0.8 2017, 2017 additional an December and September received Sync Between of the notes. terms the with accordance in shares preferred into converted interest, 2017, May In accrued Flows. plus notes, Cash of these Statements Consolidated Condensed the in notes convertible of issuance the from proceeds as included was which notes, convertible of issuance the 2017 through 2017, May and January investors $1.1 received Between outside Sync from million investors. $9.9$24.9 with outside million, from million of proceeds gross for financing Share BPreferred Series its of tranche second the 2017, closed January In Biosciences Vedanta 2017 derivative.embedded classified a liability contain and classified liability are shares these that determined been has It investors. outside from $21.7 with $26.7 of million, million proceeds aggregate for Stock CPreferred Series 2018, issued Vedanta 21 December On investors. $7.9 which of outside to related stock, million preferred 1,937,993 convertible to converted Aredeemable payable Series of notes on shares interest accrued and principal outstanding $26.1 of million stock, Apreferred Series of 2018 issuance August the with conjunction In investors. outside by contributed $16.0 of was which million, proceeds gross $13.46, of in price resulting issuance an at Stock APreferred Series of shares 1,188,707 issued Karuna month, same the In Stock. APreferred 3,126,700 Series of shares authorised 2018, Karuna August In 3). note PureTechby (see Health deconsolidated was subsidiary the Cfinancing, Series Akili’s of closing Upon investment. this in participate not PureTech did million; $55.0 of Health proceeds aggregate for Stock CPreferred Series 2018, issued May In Akili shares. of number a variable in settlement in result can which feature is a conversion derivative embedded This derivative. embedded classified a liability contain and classified liability are shares these that determined been has It Stock. Preferred 2Growth Series its of issuance the through investors, outside from received was million $25 which of million, $30 received 2018, Gelesis 28 February On 2018 15. Share loss of comprehensive Deconsolidation of resTORbio Equity settled share-based payments Balance at 31 December 2017 31 at December Balance Share loss of comprehensive Deconsolidation of Akili Deconsolidation IFRS 9 implementation impact Equity settled share-based payments Balance at 31 December 2018 31 December at Balance Position. Please refer to note 5 Investment in Associates. in 5Investment note to refer Please Position. Financial of Statements Consolidated the to impact net no in results Akili resTORbio of and deconsolidation the of impact The
PureTech Health plc Health PureTech Non-Controlling Interest Non-Controlling Subsidiary Preferred Shares Shares Preferred Subsidiary Annual report and Annual 2018 accounts report — continued — continued (8,787) (1,484) (1,484) (7,314) Internal $000s 11 — — — — — (100,501) (61,909) (31,813) (87,600) (26,743) Affiliates 6,122 8,354 5,488 $000s — — Deconsolidated (23,346) (68,269) (61,824) 28,449 55,168 Affiliate 1,342 7,052 (769) $000s 372 (1) Company & Other Parent $000s 754 603 603 151 — — — — — — (108,535) (101,566) (150,305) (85,255) (27,005) 28,449 55,168 4,719 8,888 8,067 $000s Total Loans As of31December following: the of consists payable notes The derivative. embedded an contain not did Entrega for instrument 2017, 31 December ended year financial the the During cost. amortised at held be to continue instruments these therefore and derivatives embedded contain not did Appeering and Knode for 2018 2017, and 31 December instruments ended financial years the the During derivative. embedded the bifurcate than rather loss and profit through instrument financial entire the value fair to taken was election an derivatives, embedded classified liability contained instruments the where a result, as and 9, IFRS adopted 2018, Group the 1January of As notes. convertible and loans of comprised are payable notes subsidiary The 17. 1 aggregatedinterests, for in interests similar entities, and before intra group eliminations. non-controlling material with Group’s subsidiaries the to related information financial the summarise tables following The 16. Notes to the Consolidated Financial Statements Net assets/(liabilities) Total liabilities assets Total Position of Financial Statement Total for the year loss comprehensive income/(loss) comprehensive Other year the for Loss Total revenue Statement of Comprehensive Loss For theyearended31December: Income/(loss) for the year Total revenue Statement of Comprehensive Loss For theyearended31December: Total liabilities assets Total Statement of Financial Position Total income/(loss) for comprehensive the year income/(loss) comprehensive Other Net assets/(liabilities) Convertible notes Convertible Total notes payable subsidiary immediately, interest. including accrued loan the repay to required be would Gelesis grant, the of a revocation of event the In control. Gelesis’ within reasons for plan project the of objectives the achieve to or plan project the with comply or implement to failure for or agency development economic Italian the by costs of inspection during identified are irregularities if revoked be may grant the under awarded Funds 2024. January 2017 through January from payments interest and 2014 2015, years and principal with fiscal in only payments interest make to required was year. per Gelesis cent per 0.33 at interest 2018 2017). bears and 31 loan December The $1.3 €1.1 at 2018 million totalled 2017, (approximately €1.3 loan and 31 and at the December million million under respectively Borrowings agency. development economic Italian an with agreement loan and a grant into 2014, May entered In Gelesis 2018 2017. and 31 December ending years $1.3 the for million approximately totalled and property, intellectual Follica’s including assets, Follica’s by secured L.P. VI, are loans The Partners Capital Lighthouse with agreement security and a loan into entered 2010, Follica October In Loans
the deconsolidation of subsidiary related to resTORbio or Akili, which is recorded within PureTech Health, LLC. Refer to note 5. note to Refer LLC. PureTech Health, within recorded is which Akili, or resTORbio to related subsidiary of deconsolidation the Independent affiliate non-controlling interest calculation does not include equity method accounting, fair value method accounting or the gain on on gain the or accounting method value fair accounting, method equity include not does calculation interest non-controlling affiliate Independent Non-Controlling InterestNon-Controlling Subsidiary Notes Payable Notes Subsidiary — continued — continued PureTech Health plc Health PureTech (10,380) 13,365 (8,453) (8,453) (1,938) (4,401) (4,401) 2,196 2,985 Internal 2,065 Internal $000s $000s 127 — — — Annual report and accounts 2018 accounts and report Annual (211,605) (181,544) 251,372 2018 2017 239,814 (74,510) (74,724) (91,860) (92,268) 18,503 39,767 12,010 Affiliates 58,270 Affiliates 2,552 9,458 2,380 (214) $000s $000s $000s 408 2018 Deconsolidated Deconsolidated (33,422) (82,493) (82,493) 53,790 20,368 Affiliate 7,050 7,052 Affiliate 2,547 4,908 7,455 $000s $000s $000s 130 2017
20 (1) — — — 1 119
Financial statements Financial statements Notes to the Consolidated Financial Statements terms of the notes. the of terms notes. In Mayconvertible 2017, the in shares with into accordance preferred converted interest, notes, these plus accrued of issuance the 2017 through 2017, May and January investors $1.1 received Between outside Sync from million transaction. control of a change upon interest accrued and principal outstanding times five least at of payment require and event, financing a qualifying upon equity into convertible are holder, the by demand after days 30 mature cent, 10 of per rate annual an at interest bear notes The notes. convertible of issuance the through investor third-party existing an from respectively, million, $0.6 and 2017, million $0.5 2017 May In September received and Inc. Follica, shares. into preferred interest accrued plus payable $0.1 notes of million converted Entrega financing, 2017 private December its with conjunction In stock. Apreferred Series to converted were Notes Convertible 2018, outstanding Karuna’s August In 120 • • • 2017 1 January follows: as were outstanding Notes Convertible Notes Convertible 17. Gross principle Gross Discount Accretion Conversion 31 December 201731 December Gross principle Gross Adjustment for fair value fair for Adjustment Conversion Adjustment due to the adoption of IFRS 9 IFRS of adoption the to due Adjustment 31 December 2018 31 December The three key features are described below: described are key features The three subsidiary. respective the of control of a change upon options redemption and maturity before subsidiary the of shares into interest accrued and principal outstanding the a discount, at generally convert, may holders where features conversion equity contain which instruments, hybrid 2018 complex 2017, and 31 December ended constitute years Notes the the During FVTPL. as for accounted be to elected are instruments financial entire the 9and IFRS under assessed were 2018, Notes the 31 December ended year the During derivatives. classified liability be to determined and 39, Instruments, IAS Financial under assessed were that features conversion 2017, embedded 31 December contained ended year Notes the the During Notes. of a series of principle outstanding the of a majority of holders the from approval without prepaid be cannot Notes the year. Generally, calendar a 360-day for elapsed days actual on based calculated is Interest Default). of Event an upon (or 15.0 cent cent 10.0 or per per Default) of Event an upon (or 12.0 cent cent per per 8.0 either of a rate at interest bear and holders Note of majority the by a demand following day thirtieth the on or issuance of year the of 31 December either after or on payable and due become Notes all Substantially Notes. the of settlement award share-based eventual an of expectation an with operations their fund to (“Notes”) notes promissory convertible issued have Group’s subsidiaries the of Certain
the Change of Control. of Change the of date the on cash, in interest, unpaid and accrued any plus balance principal outstanding the times three or two to equal amount an paid be will holders the Notes, the of repayment or conversion to prior subsidiary respective the of transaction Control of a Change of event the in that, such option a put contain generally also Notes –The features control of Change shares. ordinary of number equal an of issuance the require some and cent per to 25.0 cent per 5.0 from range discounts The a discount. less Financing, Non-Qualified such in sold are shares price the to equal price a conversion at Financing Non-Qualifying the in issued shares to interest unpaid and balance principal outstanding the convert may holders Financing, a Non-Qualified –upon feature conversion Optional shares. ordinary of number equal an of issuance the require some and cent per to 25.0 cent per 5.0 from range discounts The a discount. less Financing, Qualified such in sold are shares price the to equal price a conversion at Financing Qualifying the in issued subsidiary the of shares into converted automatically are amounts interest and principal unpaid the Financing, a Qualified –upon feature conversion Automatic
PureTech Health plc Health PureTech Subsidiary Notes Payable Payable Notes Subsidiary Annual report and Annual 2018 accounts report — continued — continued (7,581) 2,838 4,289 4,700 1,523 Karuna 3,694 $000s 404 262 (93) (71) — 6,495 1,124 4,912 (1,127) 1,132 Follica $000s 494 450 (35) 39 — — Entrega $000s (125) 125 — — — — — — — — — Knode $000s 50 50 50 — — — — — — — — Appeering $000s 75 75 75 — — — — — — — — (1,090) 1,080 $000s Sync 10 — — — — — — — — (7,581) 9,458 4,908 5,824 6,435 (1,198) (1,215) 4,404 2,616 (128) $000s Total 301 Within one year one Within As of31December were leases payable as follows: non-cancellable under Minimum commitments rental inflation. of rates to linked typically clauses escalation cases, certain in and, Group’s option the at clauses renewal for various contain agreements lease These leases. operating non-cancellable under rented is space laboratory and Office 20. rent Deferred As of31December Information regarding liabilities long-term Other was as follows: 19. Trade payables As of31December 18. Notes to the Consolidated Financial Statements Between one and five years five and one Between Lease incentive obligation expenses Accrued Total trade and other payables other and trade Total More than five years five than More fees professional Accrued Total minimum lease payments lease minimum Total Other occupy during the first half of 2019.of half first the during occupy to expects it which Boston, in space laboratory and office additional for lease operating an signed 2018,In Company the Income/(Loss). Comprehensive of Statements in the Consolidated item line expenses administrative and General the in included is 2018 2017, and expense 31 Rent December respectively. ended years the $1.3 and during million $2.5 million approximately was leases these under expense Total rent 2018 2017. and 31 of December Report Annual the in presented Statements Financial Consolidated the to material not was liabilities long-term and current other to equipment and property from a reclassification of change the of impact the that concluded Company The as a liability. than rather improvements leasehold to a reduction as a as classified originally were that allowances improvement tenant certain were there that determined 2018, Group the 31 December ended year the During long-termOther liabilities
Leases Long-TermOther Liabilities Payables Other and Trade — continued PureTech Health plc Health PureTech Annual report and accounts 2018 accounts and report Annual 25,489 11,231 15,875 24,639 54,423 4,295 1,283 4,644 2,516 $000s $000s $000s 2018 2018 357 738 138 2018 12,964 16,358 3,394 1,828 2,055 5,990 8,805 $000s $000s $000s 2017 2017 587 410 738 2017
760 93 121
Financial statements Financial statements Notes to the Consolidated Financial Statements 122 issuance at derivatives of Value 2016 31 at December Balance 3): (Level inputs unobservable significant using value fair at measured derivatives embedded and liabilities Group’s financial the in changes the summarised table following The Financial Liabilities and Derivatives Embedded 1 Payable Notes Financial liability follows: as were aggregate the in at looked when which instruments, the of value carrying the in changes to leading loss, and profit of statement the through liability instrument financial entire the of value fair in changes recorded retrospectively and instruments certain for derivatives embedded the out split to not elected and liabilities financial its re-assessed Group The FVTPL. at measured as liability a financial designate to standard new the of implementation upon option the had Company the requirement, transition the of part As 2018. 1 January of as sheet balance opening the in recognised been has policy accounting new the of adoption the from arising adjustment and reclassification The policy. accounting Group’s previous the with accordance in for accounted be to continues provided information comparative the a result, As information. comparative restate to not elected has but 9retrospectively IFRS applied has Group The liabilities. financial of recognition and measurement classification, the 39. IAS 9addresses IFRS replaced which IFRSadopted 9, Company 2018, the January of1 As value. fair at held assets as classified assets financial as well as payable, and loans The Group’s of financialnotes, consist shares, warrants convertible liabilities, preferred including financialinstruments 21. pricing-method. option the for term and as volatility such inputs allocation the and rights economic the financing, current the by implied is else everything and round financing the is indicator value observable truly only the which in round financing current the by implied is that equity total the from derived is method backsolve The liabilities. or assets certain of value fair the determining to significant are that and activity market no or little by supported are that inputs unobservable upon relies 3approach, a Level represents which methodology, flow cash discounted The liabilities. or assets comparable or identical involving transactions market by generated information relevant other and prices uses approach market The approach. market the of a form is that method theandbacksolve flowmethodology notes the market cash approach, included the discounted convertible and shares preferred the of value fair determine to used techniques The loss. and profit through reflected is instrument entire the of value the in 2018), change the January 1 9 IFRS (effective under value fair at measured instruments financial For 2018 31 December at Balance value fair in Change shares of preferred Deconsolidation Conversion Value at issuance 9implementation IFRS for Adjustment 2017 31 at December Balance value fair in Change Shares Preferred Warrant Liability Derivative Liability
the elements within each instrument required or elected to be fair valued under the individual standards. individual the under valued fair be to elected or required instrument each within elements the The adoption of IFRS 9 from IAS 39 has no impact on the valuation methods required to be used. The change in aggregate fair value is attributable to to attributable is value fair aggregate in change The used. be to required methods valuation the on impact no has 39 IAS 9 from IFRS of adoption The
PureTech Health plc Health PureTech Financial Instruments Financial Annual report and Annual 2018 accounts report — continued
(109,234) 109,234 Subsidiary Derivative Liability – Preferred 70,192 38,678 Shares $000s 364 — — — — —
31 December IAS 39asof Convertible 254,864 Subsidiary Derivative 120,051 114,263 Liability – 13,095 (5,029) 2,245 1,048 5,029 1,736
7,455 Notes $000s 2017 — — — — —
Adjustment to Accumulated Cumulative 217,519 (114,263) 120,051 (12,244) Subsidiary (24,066) (36,517) Preferred 54,537 95,584 95,584 7,930 6,435 Deficit Shares Effect $000s — — — — 1 Convertible IFRS 9asof 242,620 Subsidiary 215,635 1 January 13,095 13,890 (7,581) 9,458 4,908 5,824 6,435 Notes (128) $000s 2018 — — — — — and for Preferred Stock and Convertible Notes Liabilities under IFRS 9 at 31 December 2018 9at 31 IFRS December under Liabilities Notes Convertible and Stock Preferred for and 2017 IAS 39 at 31 under December Liabilities Derivative Embedded for Inputs Method Return Expected Weighted Probability 31/12/2018 31/12/2017 31/12/2016 31/12/2015 30/06/2015 31/12/2014 31/03/2014 31/12/2018 31/12/2017 31/12/2016 31/12/2015 30/06/2015 31/12/2014 31/03/2014 Measurement Date 2018 9at 31 IFRS December under Liabilities Notes Convertible 2017 IAS 39 at 31 and Stock under Preferred for December and Liabilities Derivative Embedded for Inputs Model Pricing Option follows: as 3is Level as designated shares preferred subsidiary the to related liability derivative embedded Group’s the of measurement value fair the in used inputs unobservable significant the about information Quantitative rights. conversion the without and with shares preferred of values concluded the between value of difference the as calculated was rights conversion of value fair the Third, 28/02/2014 Measurement Date • • (“PWERM”). Method Return Expected Probability-Weighted the (“OPM”) and Method Pricing Option the are value of allocation the for applies Group the that methods principal the Second, round. financing length arm’s a recent through or method, transaction guideline or model flow cash a discounted using determined was Group the within business each of value the First, process. a three-step of consisted which framework without and a with using determined was shares preferred the in embedded rights conversion the of value fair 2017, the date, 31 December ended measurement year each the at During raise. capital future projected the of date estimated the at price exercise the below is value stock the if liability derivative embedded the of valuation the on impact the and raises equity future contemplated also Group the plans, business existing on Based method. allocation pricing option an or financing, ofa qualified probability and rate, discount implied financing, equity qualified next the to time as such activity, market no or little by supported 3”) inputs (“Level unobservable includes which technique, value present weighted a probability using 2017 determined was December 31 inception, at value fair at measured instruments financial and liability derivative embedded the of value fair The period. reporting each at value fair to marked were and liabilities as for were accounted instruments These shares. preferred subsidiary the within option conversion the and value fair at measured financial instruments subsidiary the notes, promissory convertible subsidiary the with associated were that derivatives embedded were 39, IAS there under instruments financial for 2017, accounting 31 was December Group ended the year the while During 21. Notes to the Consolidated Financial Statements
the possible outcomes available to the enterprise, as well as the rights of each security class. security each of rights the as well as enterprise, the to available outcomes possible the of each considering returns, investment future expected of values present probability-weighted the on based is today value equity The date. exit a later until enterprise public or a private as operation continued or dissolution, sale, or IPO, merger an as such outcomes, future discrete various of analysis an on based securities equity of value the estimates PWERM The value. per-share than rather value equity overall the with a comparison on based is price exercise the OPM, the In securities. subordinate of effects dilutive the consideration into takes which stock), preferred (e.g. structure capital the in senior are that securities of value the above and over optionality the on based is a security of value The value. equity overall or value enterprise’s the on options call as derivatives or stock common treats OPM The Financial Instruments Instruments Financial — continued — continued 0.3 –2.5years 1.0 –3.5years 1.5 –5.0years 1.5 –4.0years 1.5 –4.5years 2.0 –5.0years ExpirationDate PureTech Health plc Health PureTech 5.0 years 3.5 years
0.75 –1.00years 0.37 –1.83years 1.16 –1.41years 0.38 –0.50years 1.33 years 0.33 years 45.00% –85.00% 50.00% –80.00% 35.00% –80.00% 35.00% –60.00% 35.00% –65.00% Anticipated 1.0 years Exit Event RangeofValues Time to Annual report and accounts 2018 accounts and report Annual Range ofValues 60.00% 75.00% Volatility 60.00% 70.0%/25.0%/15.0% 40.0%/45.0%/15.0% 50.0%/50.0%/0.0% 50.0%/50.0%/0.0% 40.0%/60.0%/0.0% 70.0%/30.0%/0.0% 70.0%/30.0%/0.0% 2.47% –2.60% 1.70% –2.04% 1.03% –1.93% 0.86% –1.54% 0.48% –1.53% 0.67% –1.65% Dissolution Sale RiskFree Rate Probability of IPO/M&A/ 1.73% 0.94%
123
Financial statements Financial statements Notes to the Consolidated Financial Statements 31 December 201831 December Value at at Fair Held Investments for Inputs Method Return Expected Weighted Probability and Model Pricing Option value. fair at held investments on Gain/(loss) item line the on Income/(Loss) Comprehensive of Statements Consolidated the to $12.7of recorded was that million a gain recognised and value fair at investment its recorded 2018, Company the 31 December ended year the During lost. was control date the from FVTPL at asset a financial as investment this for accounts 9, IFRS Company with the 9.IFRS accordance In to subject asset as a financial for accounted be to qualified therefore and shares preferred of form the in was Akili in investment PureTech’s deconsolidated. being subsidiary the in resulting Akili 2018 over 5, May in note in PureTech control outlined lost As Valuation Akili 2018. 31 of as December $8.62 to dropped $11.99 at 2018, trading subsequently resTORbio was 6November of which As share, price. per share traded in a drop to due million $33.0 of value fair at held investments on Gain/(loss) item line the on Income/(Loss) Comprehensive of Statements Consolidated the in a loss recognised and value fair at investment its recorded 2018, Company the 31 December ended year the During 2018. November 6 lost, was influence significant date the from FVTPL at asset a financial as investment this for accounts 9, IFRS Company with the 9. IFRS to accordance In subject now is 28, and IAS under accounting, method equity for qualifies longer PureTech’s no Thus, entity. the investment of decisions policy operating and financial the in participate to power the has longer no resTORbio it as over influence 2018 PureTech significant 5,6November on note in lost outlined As resTORbio Valuation Value Fair at Held Assets Financial guidance under IFRS. measurements value fair the with compliance and reasonableness for reviewed are valuations third-party any and basis annual an on then and date issuance their on reviewed and prepared 3, are Level within categorised those including measurements, value Fair group. finance Company’s the by monitored regularly are procedures and policies Valuation 124 31/12/2018 ExitScenario)MeasurementOPM (Long-term Date 31/12/2018 PWERM (IPOScenario)Measurement Date control of change or financing a qualified of Probability rate discount Implied financing equity qualified next to Time Significant UnobservableInputs follows: as 3is Level as designated notes convertible the to related liability derivative embedded Group’s the of measurement value fair the in used inputs unobservable significant the about information Quantitative 21.
PureTech Health plc Health PureTech Financial Instruments Instruments Financial Annual report and Annual 2018 accounts report — continued — continued ExpirationDate 1.25 years 11.3% –2,459.0% 1.00 –2.03years Time toAnticipated 0.0% –100.0% RangeofValues 0.50 years AtIssuance Exit Event Range ofValues Range ofValues Volatility 75.0%
0.33 –1.50years 95.0% –100.0% 10.8% –44.9% RiskFree Rate Probability 2.56% 50.0% of IPO 2017
Risk-free Rate Risk-free Rate Time to Liquidity Time to Liquidity Volatility Volatility in Finance cost, net in the Consolidated Statements of Comprehensive Income/(Loss). ofin Comprehensive net Finance Statements cost, in the Consolidated recorded are shares preferred of value fair in change and derivatives share preferred subsidiary both of value fair in change The 1 1 As of31December Input 15): 5and note (see value fair at recorded are and bifurcation for qualify not do which liabilities, share preferred of value the and liability Derivative value, fair at Group’s investment the of measurement value fair the in used inputs unobservable the to respect in Company the by made assumptions the from sensitivity the summarises following The Analysis Sensitivity 21. Notes to the Consolidated Financial Statements As of31December Risk-free Rate Time to Liquidity Volatility Subsidiary Enterprise Value Enterprise Subsidiary Input Value Enterprise Subsidiary As of31December Input Value Enterprise Subsidiary
Risk-free rate is a function of the time to liquidity input assumption. input liquidity to time the of a function is rate Risk-free assumption. input liquidity to time the of a function is rate Risk-free Financial Instruments Instruments Financial 1 1 1 — continued — continued
-2.56%/+0.01% -0.07%/+0.29% Sensitivity Range PureTech Health plc Health PureTech +6 months -6 months +10% -10% +2%
-2%
Asset Held at Fair Value Fair at Held Asset -2.49%/+-0.12% Subsidiary Preferred Share Liability -0.12%/+0.12% +0.04%/+0.07% Sensitivity Range Sensitivity Range -0.05%/-0.23% Embedded Derivative Liability +6 months +6 months -6 months -6 months Annual report and accounts 2018 accounts and report Annual +10% +10% -10% -10% +2% +2% -2% -2% Akili Preferred Shares Asset (Decrease) Increase/ (1,762) 1,762 $000s (221) (174) (221) 2018 472 282 472 Liability Increase/ Shares Liability Shares Asset Embedded resTORbio (Decrease) (Decrease) Subsidiary (Decrease) (12,540) (12,540) Derivative Preferred Preferred Increase/ Increase/ 13,697 13,697 (3,695) (3,941) (1,852) (3,599) (3,941) (3,100) 3,695 4,045 1,983 3,599 4,045 3,100 $000s $000s (216) $000s (243) (152) (243) 2017 2018 130
159 152 159 2017 125
Financial statements Financial statements Notes to the Consolidated Financial Statements 126 yield dividend Expected rate interest free Risk volatility Expected term Expected Assumption/Input term Expected Assumption/Input 2018: 31 December at warrants Gelesis the of value fair the determine to used were assumptions weighted-average following The warrants. Follica to attributable is $12.98 of balance balance remaining The million. a liability carried which warrant, Gelesis the to attributable primarily is liability $13.0 The warrant million Income/(Loss). Comprehensive of Statements Consolidated the in net costs, finance in recorded was warrants subsidiary the of value fair the in change The 2018 31 December at Balance value fair in Change 9implementation IFRS for Adjustment 2017 31 at December Balance value fair in Change issuance at derivatives of Value 2016 31 at December Balance 3): (Level inputs unobservable significant using value fair at measured liabilities warrant Group’s subsidiary the in changes the summarised table following The shares. of number in a variable settled be will they as liabilities, as classified are Group the by issued Warrants Warrants 21. classified within equity and expires on 14 December 2020. on December 14 expires and equity within classified is warrant The $0.75 share. of per price exercise an at stock 2015 in 19,688 common for of a warrant shares issued Follica respectively. million, $0.2 and immaterial be to deemed a value have to deemed were warrants 2018 2017 and 31 at December the and date reporting subsequent each at marked-to-market been has liability warrant The share. $0.07 per to adjusted was warrants the of price exercise the notes, convertible of issuance the 2017, with conjunction in In issuance. their of time the at value no have to 2013 in 2014 and deemed issued were warrants The issuance. of date the from 10 of years term $0.1425 of price a contractual exercise and an has 2013 in warrants 2014. dates the and of Each various at warrants share preferred issued Follica Agreement, Security 2010 and Loan its to amendments various with connection In time. that at Income/(Loss) Comprehensive of Statements Consolidated Condensed the in recorded be will 2017,and adjustments accordingly, 2018 and, of as December 31 value carrying the from future the in significantly differ may liabilities warrant these of value fair The warrants of price Exercise stock preferred convertible the of value fair Estimated volatility Expected Risk free interest rate interest free Risk The following weighted-average assumption were used to determine the fair value of the Gelesis warrants at 31 December 2017: 31 at December warrants Gelesis the of value fair the determine to used were assumption weighted-average following The warrants of price Exercise stock preferred convertible the of value fair Estimated yield dividend Expected
PureTech Health plc Health PureTech Financial Instruments Instruments Financial Annual report and Annual 2018 accounts report — continued — continued 2.3 years 3.3 years Series A-1 Series A-1 $14.02 Warrants Warrants $13.80 57.0% 2.48% 2.01% 91.0% $4.44 $4.44 — — 3.5 years 4.5 years Series A-3 Series A-3 $14.02 Warrants Warrants $13.80 68.0% 2.47% 2.15% 80.0% $0.04 $0.04 — —
4.6 years 5.6 years Subsidiary Series A-4 Series A-4 13,012 13,095 14,942 $14.02 Warrants Warrants $13.80 (1,847) 58.0% 2.50% Warrant Liability 2.23% 77.0% $0.04 $0.04 $000s (83) — — — — The fair value of financial instruments by category at December: 31 category by instruments financial of value fair The Value Measurement Fair warrants of price Exercise Estimated fair value of the convertible preferred stock preferred convertible the of value fair Estimated yield dividend Expected rate interest free Risk volatility Expected term Expected Assumption/Input 31 at December: warrants Follica’s of value fair the determine to used were assumptions average weighted following The 21. Notes to the Consolidated Financial Statements US treasuries Financial assets: US treasuries Financial assets: Total financial liabilities Totalassets financial Totalassets financial Certificates ofdeposit Certificates ofdeposit Certificates Subsidiary warrant liability warrant Subsidiary Financial liabilities: Subsidiary warrant liability warrant Subsidiary Financial liabilities: Other deposits Other deposits Other Subsidiary derivative liabilitySubsidiary Subsidiary preferred shares preferred Subsidiary Loans and receivables: Investments held at fair value fair at held Investments measured at fair value fair at measured instruments financial Subsidiary Subsidiary notesSubsidiary payable Loans and receivables: at amortised cost: at amortised Financial liabilities measured Total liabilities financial
Subsidiary notesSubsidiary payable shares preferred Subsidiary Trade and other receivables Trade and other receivables Financial Instruments Instruments Financial — continued
133,828 307,210 169,755 116,098 118,895 Financial Financial — continued 1,328 2,199 CarryingAmount 1,797 Carryingamount $000s Assets $000s Assets 100 927 73 — — — — — — — — — — 217,519 242,541 117,980 254,864 114,263 Liabilities Financial 13,012 12,010 Financial Liabilities 13,095 7,455 2,071 $000s $000s — — — — — — — — — — — 133,828 218,307 116,098 116,098 84,479 Level1 Level1 $000s $000s PureTech Health plc Health PureTech — — — — — — — — — — — — — — — — 2017 2018 39.48% –42.30% 2.49% –2.54% 12,010 12,010 Level2 1,328 3,627 2,199 Level2 1,797 7,455 7,455 2,797 $000s $000s 100 927 4.56 –5.80 FairValue Fair Value 73 — — — — — — — — — Annual report and accounts 2018 accounts and report Annual 0.07 0.04 2018 — 217,519 230,531 117,980 247,409 114,263 85,276 13,012 85,276 13,095 Level3 Level3 2,071 $000s $000s — — — — — — — — — — — 44.12% –45.72% 2.14% –2.20% 5.56 –6.80 133,828 307,210 217,519 169,755 242,541 117,980 116,098 254,864 118,895 114,263 13,012 12,010 13,095 1,328 2,199 1,797 7,455 2,071 $0.07 $0.13 $000s $000s Total 100 Total 927 2017
73 — 127
Financial statements Financial statements Notes to the Consolidated Financial Statements 128 impaired or due past Neither As of31December equivalents cash and Cash As of31December balances: following the held Group The receivables. other and trade and equivalents cash and cash of principally consist of risk the Group to credit that concentrations potentially subject obligations. Financial instruments contractual its meet to fails instrument to a financial counterparty or if a customer Group the to loss financial of risk the is risk Credit Risk Credit instruments: financial from arising risks following the to exposure has Group The risks. financial to other exposure insignificant maintain and instruments financial available readily and liquid highly in funds excess any hold to is Group’s policy the protected, and secure as funds investors’ the maintain to aim the with and activities of nature the to Due activity. investment future planned by determined are investments of timing and amount nature, the calculating in Group’s policies The purpose. this for funds of investing and raising the through property intellectual of commercialisation and development the promote to is instruments financial using in objective Group’s main The operations. of course normal its through risks certain to exposed is Group The framework. management risk its of oversight and establishment for responsibility overall have Group’s Directors The position. capital a sound by afforded security and advantages the and capital deployed of levels higher with possible be might that returns higher the between a balance maintain to seek Directors The companies. subsidiary in deployment for available and deployed capital of level the monitors Management equity. and debt of mix appropriate an through business the of development future sustain and confidence creditor and investor maintain priorities, strategic its support to is policy strategy financial Company’s The 22. Total Short-term investments Short-term these financial liabilities, the funds are available on demand to provide optimal financial flexibility. financial optimal provide to demand on available are funds the liabilities, financial these of nature the to Due Group’s reputation. the to damage risking or losses unacceptable incurring without conditions, stressed and normal both under operations, from flows cash projected and liabilities and assets financial its of maturity the monitoring closely by shortage of a funds risk its manages actively Group The asset. financial another or cash delivering by settled are that liabilities financial its with associated obligations the meeting in difficulty encounter will Group the that risk the is risk Liquidity Risk Liquidity Investments held at fair value fair at held Investments Trade and other receivables Total Total The ageing of trade and other receivables that were not impaired at 31 December is as follows: as is 31 at December impaired not were that receivables other and trade of ageing The rates. default counterparty about information historical to or available) (if ratings credit to reference by assessed be can impaired nor due past neither are that assets financial of quality credit The factors. other and experience past position, financial its account into taking customers, of quality credit the assesses Group The Affiliates. Deconsolidated in interests of consisting value fair at held investments has Group The quality. credit high of are believes Group the which accounts, market money and obligations debt US Bills, Treasury US in cash excess its invests Group The
PureTech Health plc Health PureTech Capital and Risk Management Financial Capital Annual report and Annual 2018 accounts report — continued 117,051 133,828 169,755 421,962 1,328 1,328 1,328 $000s $000s 2018 2018 116,098 131,351 321,895 72,649 1,797 1,797 1,797 $000s $000s 2017 2017 exchange rates. Foreign currency transaction exposure arising from external trade flows is generally not hedged. not generally is flows trade external from arising exposure transaction currency Foreign rates. exchange currency foreign in change to due fluctuations to subject be will flows cash and operations of Group’s results The Euros. in incurred and generated are grants those with associated costs development and research the and revenues Group’s grant The Risk Exchange Foreign insignificant. be to determined been has rates interest in changes to Group’sexposure The levels. insignificant to instruments financial such from risk market to exposure the maintains Group The return. its optimising while parameters, acceptable within exposures risk market control and manage to is management risk Group’s the market of objective The holdings. instruments financial its of value the or Group’s income the affect that prices equity and rates interest rates, exchange foreign as such prices, market in changes to due is risk Market Market Risk Total Licenses Subsidiary notesSubsidiary payable As of31December payments: undiscounted 2018 contractual 2017 on and 31 of as December based preferences, liquidation customary have that shares preferred subsidiary including liabilities, Group’s financial the of profile maturity the summarises below table The 22. Notes to the Consolidated Financial Statements Subsidiary notesSubsidiary payable As of31December Trade and other payables Trade and other payables Warrants Warrants Subsidiary preferred shares (note 15) (note shares preferred Subsidiary Subsidiary preferred shares (note 15) (note shares preferred Subsidiary Other liabilitiesOther Total Total Total Total property license agreements:property intellectual under amounts minimum following the spend to required is Group the liabilities, financial above the to addition In
Capital and Financial Risk Management Management Risk Financial and Capital — continued — continued 217,519 258,416 120,051 157,947 12,010 15,875 13,012 Carrying 16,358 13,095 Amount Carrying Amount 7,455 $000s $000s 988
Three Months Three Months 217,519 258,416 120,051 157,947 12,010 15,875 13,012 16,358 13,095 7,455 Within Within $000s $000s 143 2018 $000s PureTech Health plc Health PureTech 143 988 Twelve Months Twelve Months 2018 2017 Three to Three to $000s $000s 250 2019 $000s 250 — — — — — — — — — — — Annual report and accounts 2018 accounts and report Annual Five Years Five Years Oneto Oneto $000s $000s $000s 270 2020 270 — — — — — — — — — — — 217,519 258,416 120,051 157,947 12,010 15,875 13,012 16,358 13,095 7,455 $000s $000s $000s 240 2021 Total 240 Total 988
129
Financial statements Financial statements Short-term employeeShort-term benefits As of31December 31 December: ended years the for follows as was Group the of compensation personnel management key The Group. the of team management executive the of members and directors executive includes Key management Key Management Personnel Compensation 24. information. financial the of date the of as measured reliably be cannot payments royalty or milestone future any of amounts the and due become have payments these of None sales. future on royalties and/or payments milestone require that agreements licensing certain to parties also are Group the of members Other Tokyo. of University the to payments in million $0.4 in resulted and JBI from million $4.0 totalling payments milestone triggered which patents Tokyo. granted of 2017, In was University Biosciences to Vedanta payments further no also were there a result, as and JBI the to related Biosciences Vedanta to made payments milestone no 2018, were there During Tokyo. of University the to Agreement JBI the by generated income fee license the of cent 10 pay to per agreed it whereby Tokyo of University the with agreement a license to party is Biosciences Vedanta agreement. the of term the during product licensed any commercialise or develop otherwise and import sell, make, to use, license and right exclusive the & Johnson, Johnson of (“JBI”), Inc. Biotech, a subsidiary Janssen grants which agreement a collaboration to party is Biosciences Vedanta to the granting authority. grant the of refund partial or a full either require would covenants these with comply to Failure periods. defined for region the in presence a physical maintaining alia, inter including, provisions, certain contains agreement grant The incurred. are expenses qualifying the as revenue as recognised are which agencies, government two from grants awarded been also has Gelesis 2018 2017. and 31 December ended years the for agreement assignment and license patent the under expenses potential as million $6.6 accrued Gelesis income. sublicense of a percentage and/or sales future on royalties pay milestones, certain of achievement the upon million $8.0 approximately pay to required be will it whereby agreement assignment and license a patent to a party is Gelesis 23. of shares. ordinary holders to made be shall payment any before and shareholders to distribution for available subsidiary the of assets the of out paid be shall which a subsidiary, of up winding or dissolution liquidation, involuntary or voluntary any of event the in a payment receive to right the include that shares preferred issued have Group’s subsidiaries the of 15, note in certain discussed As 15. note in out set clearly is capital Group’s share The requirements. capital imposed externally material no and debt external some has Group The debt. new borrow or shares new issue may Group the structure, capital the adjust or To maintain of capital. cost the reduce to structure capital optimal an maintain to and stakeholders other for benefits and shareholders for returns provide to order in concern a going as continue to ability its safeguard to are capital managing when Group’s objectives The Position. of Financial Statements Consolidated the in shown as as Equity Total calculated is capital Total financing. debt and equity by funded is Group The RiskCapital Management 22. Notes to the Consolidated Financial Statements Share-based payments Total as those issued to outside investors during the same issuances, as described in note 17. note in described as issuances, same the during investors outside to issued those as same the are that terms contractual other and discounts dates, maturity rates, interest bear parties related to issued notes The 2018 2017. and 31 December ended years the for $5,000 was notes party related the on charged expense Interest $69,000, respectively. and $74,000 totalled payable notes party related 2017,and outstanding the 2018 31 of December As Group’s subsidiaries. the by issued notes convertible in invested have Group the of members Certain to Directors Notes Issued Convertible periods. future over terms vesting to subject generally are payments Share-based benefits. non-cash other and care health salaries, include benefits employee and Wages 130
PureTech Health plc Health PureTech Commitments and Contingencies Commitments Related Parties Transactions Parties Related Capital and Financial Risk Management Management Risk Financial and Capital Annual report and Annual 2018 accounts report — continued — continued 3,998 3,062 7,060 $000s 2018 3,514 2,402 5,916 $000s 2017 certain of the shares will be withheld for payment of customary withholding taxes. withholding customary of payment for withheld be will shares the of certain that 2019in provided managers senior such to 2018, issued be years will 2017 2016.shares financial and the Such covering managers senior certain to granted awards RSU the to pursuant issuable are which 925,706 shares, excludes also amount This managers. senior the by held awards RSU and shares ordinary purchase to options excludes 2018. amount This 31 December of as Company the of rights 10.9 voting and cent per shares 30,822,168 hold ordinary managers senior and Directors 4 3 2 1 Notes: 2018: 31 December at as companies sourcing and businesses following the in shares in interests beneficial hold managers senior and Directors The Awards Incentive Share and Shareholdings Managers’ Senior and Directors’ 24. Notes to the Consolidated Financial Statements Mr Ito Joichi Directors Dame Marjorie Scardino Dame Marjorie Ms Daphne Zohar Daphne Ms Dr Bennett Shapiro Bennett Dr Mr Christopher Viehbacher Mr Christopher Langer Dr Robert Mr Stephen Muniz Stephen Mr Dr Eric Elenko Eric Dr Senior Managers: Dr Raju Kucherlapati Dr Joep Muijrers Joep Dr LaMattina John Dr Dr Bharatt Chowrira Bharatt Dr Dr Joseph Bolen Joseph Dr
Dr LaMattina holds 12,642 shares of Gelesis and convertible notes issued by Appeering in the aggregate principal amount of $50,000. of amount principal aggregate the in Appeering by issued notes convertible and Gelesis of 12,642 shares holds Dr LaMattina Gelesis. to regard with decisions material all and any from herself recuses Zohar Ms of Gelesis. notes. promissory convertible any and plans outstanding of incentive conversion equity upon to issuable pursuant stock of issued be to shares authorised shares unallocated excluding but options) issue to commitments (and written Dr John and Ms Mary LaMattina hold 49,523 shares of common stock and 49,524 shares of Series A-1 preferred stock in Gelesis. Individually, Individually, Gelesis. in stock A-1 preferred Series of 49,524 and shares stock common of 49,523 shares hold LaMattina Mary Ms and John Dr Survivorship. of Right with Tenants Joint F. Shapiro, Fredericka Ms and Shapiro Bennett Dr through held Shares capital share the in interest direct any have not does Zohar Ms Zohar. Ms of husband the is who Zohar, Yishai by held options and stock Common options and warrants shares, outstanding and issued including basis, a diluted on calculated 2018 are 31 of December as interests Ownership Related Parties Transactions Transactions Parties Related 2 4 — continued (Share Class) Business Name Akili (Series A-2 Preferred) Preferred) A-2 (Series Akili (Common)Gelesis Akili (Series A-2 Preferred) A-2 (Series Akili Tal (Series A-2 Preferred) Preferred) A-2 Tal (Series (Series A-1Gelesis Preferred) Vedanta Biosciences (Common) (Common)Gelesis — Gelesis (Common)Gelesis Vedanta Biosciences (Common) Vedanta Biosciences (Series B Preferred) (Series A-1Gelesis Preferred) Akili (Series A-2 Preferred) A-2 (Series Akili — Entrega (Common) Tal (Series A-2 Preferred) A-2 Tal (Series — Alivio (Common) — BCommon) (Class Enlight — — Vor (Common) — continued 4 3 3 4 PureTech Health plc Health PureTech 31 December Number of 114,411 Held asof 49,524 54,120 14,451 33,088 37,372 59,443 26,627 24,010 11,202 23,419 30,000 Shares 2018 — — — — — — — — — — — Annual report and accounts 2018 accounts and report Annual 31 December 1,575,000 Number of 765,915 302,500 125,000 Held asof 63,050 25,000 10,841 25,000 Options 2018 — — — — — — — — — — — — — — —
Ownership 0.80% 0.30% 0.10% 0.20% 5.40% 0.20% 0.10% 0.40% 0.20% 1.10% 0.40% 0.20% 0.20% 6.20% 6.50% 3.00% 0.50% Interest
— — — — — — 131 1
Financial statements Financial statements Weighted-average statutory rate statutory Weighted-average As of31December Federal As of31December year the for Loss As of31December Income/(Loss): of Comprehensive Statements in Consolidated recognised Amounts 25. Notes to the Consolidated Financial Statements Effects of state tax rate in US in rate tax state of Effects Foreign expense/(benefit) Income tax State Loss before taxes Credits Recognised income tax expense/(benefit): income tax Recognised Total expense/(benefit) income tax current Share-based payment measurement Federal Mark-to-market adjustments Mark-to-market Foreign Accretion on preferred shares on preferred Accretion State Deconsolidation adjustments Total expense/(benefit) income tax deferred Mark-to-market investment in subsidiary investment Mark-to-market Total income expense/(benefit), tax recognised Federal tax change tax Federal using the US statutory tax rate. A reconciliation of the US statutory rate to the effective tax rate is as follows: as is rate tax effective the to rate statutory US the of A reconciliation rate. tax statutory US the using prepared been has rate tax effective the of reconciliation the US; therefore, the in taxation to subject primarily is Group The Tax Rate Effective of Reconciliation liability. the offset fully to attributes tax Federal US sufficient have not would we which for Akili resTORbio and both in investments our to pertaining gains unrealised for liability tax a deferred of establishment the of result the 2018 in 2017, million and $4.4 primarily and is million $2.2 of respectively, expense tax The Tax reform – foreign earnings repatriation earnings –foreign Tax reform Income of partnerships not subject to tax to subject not partnerships of Income Current year losses for which no deferred tax asset is recognised is asset tax deferred no which for losses year Current Other 132
PureTech Health plc Health PureTech Taxation Annual report and Annual 2018 accounts report — continued (70,659) (68,438) 2,221 2,034 (14.16) 1,723 2,221 (19.01) 21.00 (5.01) (0.03) (311) (3.25) (1.25) $000s $000s 4.77 496 4.78 498 5.47 0.08 0.00 0.00 0.11 2018 2018 2018 — — 2 % (75,094) (70,711) 4,383 4,255 4,257 4,383 (19.27) (34.04) (20.85) 34.00 20.36 19.46 (123) (0.53) (109) (3.58) (4.57) (1.27) (6.20) $000s $000s 358 3.41 126 0.03 0.65 2017 2017 2017 — 2 % Deferred tax assets have been recognised for the foreign amounts in respect of the following items: following the of respect in amounts foreign the for recognised been have assets tax Deferred Tax Assets Deferred flows. cash or operations of results condition, Group’s financial the to 2016 impact no with 31 December ended year financial the for of Vedanta audit an 2018 completed IRS the during Additionally, flows. cash or operations of results condition, Group’s financial the to 2012impact no with December 31 ended year financial the for Gelesis of audit an completed IRS the 2017 During business. of course normal the in authorities tax state and federal by audit to subject routinely are corporations US (benefit). expense tax deferred the as well as (benefit) expense tax current the both change can rates tax corporate in Changes US. the within jurisdictions certain in taxation state to exposed and UK the in taxation to subject also is Group The 25. Notes to the Consolidated Financial Statements Operating tax losses tax Operating As of31December Deferred tax assets tax Deferred Other Share-based payments Investment in subsidiaries Research credits Deferred tax liabilities, tax net, recognised Deferred liabilitiesDeferred tax differences temporary Other Deferred tax assets, net, not recognised assets, tax Deferred net, recognised assets, tax Deferred withholding taxes have not been provided on undistributed earnings. undistributed on provided been not have taxes withholding foreign therefore, re-invested; permanently be to Italy in subsidiary foreign its from generated earnings considers Group The limitations. further to subject be may carryforwards credit and NOL the future, the in occurs change 2018. ownership an To 31 extent December the through changes ownership of evaluation an yet not has completed Company The respectively. tax, and income taxable future offset to annually utilised be can that carryforwards credit development and research and NOL of amount the limit may changes ownership These future. the in occur could that or previously occurred have that limitations change 1986 of ownership to due Code Revenue Internal the of 382 Section under limitation annual a substantial to subject be may carryforwards credit development and research and NOLs the of Utilisation 2038. through expire that taxes future offset to 2017, available is and which respectively, 2018 31 December ended years the for million $4.4 and million $46.7 approximately of credits tax development and research Federal US had Company The Service. Revenue Internal the by adjustment possible and review to subject are NOLs These expiration. to subject $72.1 of not is which exception million the 2037 with through expire NOLs These income. taxable future offset to 2018 available 2017, was and 31 which December ended years $203.1$238.1 the respectively, for and million million approximately of (“NOLs”) forwards carry losses operating net federal US had 2018, Company the 31 of December As liability. the offset fully to attributes tax Federal sufficient have not would we which for Akili resTORbio and both in investments our to pertaining gains unrealized the to related $1.7 primarily million approximately of equity or income in recognised tax deferred in movement was There therefrom. benefits the use can Group the which against available be will profit taxable future that probable not is it (“AMT”) because tax credit minimum alternative a refundable than other amounts US the for recognised been not have assets tax deferred remaining Our gain. unrealized the offset to recognised be could assets tax deferred these extent the to US the in assets tax deferred We recognised have respectively. million, $30.2 2017 2018 resTORbio 31 of at in $31.8 of December and 31 at December million Akili resTORbio and both in investments our to pertaining gains unrealized Company’s the to relate principally above disclosed Differences Temporary Other The
Taxation Taxation — continued — continued PureTech Health plc Health PureTech Annual report and accounts 2018 accounts and report Annual 13,003 (33,412) (33,412) 69,170 93,002 65,569 2,184 8,056 6,428 (449) $000s 589 2018 (31,038) (31,038) 55,352 70,505 43,722 7,088 1,736 5,692 4,397 (142) $000s 637 2017
133
Financial statements Financial statements approximately $3.3 million. of distribution a cash received shareholders preferred certain and Company the derecognition, the of part as Additionally, 2018. 31 December ended year the for (Loss) Income/ Comprehensive Statements Consolidated accompanying the on assets” of sale on “Gain item line the to recorded was which million, $4.0 approximately of a gain in resulted liabilities and assets the of costs historical the over transferred consideration the of excess The costs. historical their on based liabilities and assets certain PureTech derecognised Health date. closing the after Sync of obligations indemnification the secure to order in 12 for months held be to escrow into deposited cash in million $0.5 and closing at paid million $4.0 approximately of consisting million, $4.5 was price purchase aggregate total The liabilities. and assets certain of sale the for Corporation Bose with agreement purchase asset an into entered (“Sync”) Inc. 2018, Project, Sync The February In 26. 2017 1January of as liabilities tax Gross 2018 follows: as are 31 2017 December through 1January from positions tax uncertain to changes The TaxUncertain Positions 25. Notes to the Consolidated Financial Statements Additions based on tax provisions related to the current year current the to related provisions tax on based Additions deferred taxes in 2017. The impact of this change was to reduce deferred tax assets and liabilities by $14.6 by liabilities million. and assets tax deferred reduce to was 2017. in change this of taxes impact deferred The its of valuation the in change rate tax the for accounted appropriately 2018, Company the 1January enacted 2017in was effective and reduction rate tax corporate the As charge. toll one-time the and reduction rate tax corporate the are statements financial the 2017, affecting 31 of December As provisions two expense. interest and compensation executive for deduction the depreciation, bonus to changes including changes additional are there 2017. 2018 for forward, and 31 December of as Effective subsidiaries foreign of earnings repatriated deemed on charge toll a one-time imposing and provisions, deferral earnings foreign the modifying 21.0 to cent, cent 35.0 per per from rate tax corporate federal the lowering by law tax US changed significantly 2018, legislation the 1January Effective 2017, (“TCJA”) enacted. was Act December Jobs 22 On and Tax the Cuts material. not is rate tax income effective annual the affect would recognised, if that, benefits tax unrecognised of balance The material. not is rate tax income effective annual the affect would recognised, if that, benefits tax unrecognised of balance The Gross liabilities tax as of 31 December 2018 years prior of positions for Reductions authorities tax with settlements to due Reductions years prior of positions tax to Additions year current the to related provisions tax on based Additions 2017 31 of as December liabilities tax Gross years prior of positions for Reductions authorities tax with settlements to due Reductions years prior of positions tax to Additions 134
PureTech Health plc Health PureTech Taxation Taxation Sale of assets of Sale — continued Annual report and Annual 2018 accounts report — continued $000s (78) 78 US — — — — — — — — — Foreign $000s (12) (13) 28 15 — — — — — — 3 $000s 106 Total (12) (91) 15 — — — — — — 3 next equity financing. equity next Alivio’s in invest to option an as well as technology, inflammation-targeting Alivio’s utilising compounds additional of number a limited on collaborate to option an has also Purdue milestones. development and research in million $260.0 over and sales product on royalties receive to eligible is and payments exercise license near-term and $14.8 to up upfront in receive million will Alivio agreement, the of terms the Under development. ALV-107 clinical candidate through product Alivio’s advance to a partnership into entered LP (“Purdue”) Pharma Purdue PureTechand of (“Alivio”),Health Inc. affiliate an Therapeutics, 2019, On January 28 Alivio round. Afinancing Series a $42.0 million 2019, announced 12,On February Vor Biopharma Karuna. of directors of board the joined has Partners, bioVenture Pivotal of director M.D., managing Preston, Heather Additionally, equity. into debt of conversion upon shares in $5.0million of issuance the including round, financing Series B million a $68.0 completed has Pharmaceuticals), Karuna formerly (“Karuna,” Inc. 15 2019,On March Therapeutics, Karuna debt into equity. of conversion upon shares in $2.0million issuing Bfinancing, Series its expanded 2019, further 8April On Karuna funding. additional $12.0raising in million Bfinancing, Series its of expansion the announced 2019, Therapeutics 1April On Karuna health conditions and and device to fund commercialisation types activities. additional across capability its expand to used be will Proceeds equity. into debt of conversion upon shares in million $6.0 of issuance the including round, A a $16.0PureTech,of Series 2019,completed million affiliate an 9April Health, On Sonde sales. product on royalties to addition in milestones, sales and development in million $200.0 than more receive to eligible is and milestones, preclinical and support, research payments, upfront including $26.0 million, to up receive PureTech will Health agreement, the of terms Under platform. PureTech’s targeting using lymphatic candidates product immuno-oncology advance to Ingelheim Boehringer with 2019, 16On a partnership April into PureTech entered Health following: the for except thereto, notes or statements financial consolidated these in reported otherwise not events, disclosable or recordable any identified not has and Statements, Financial Consolidated the of issuance 2018, of date the 31 December after events subsequent evaluated has Company The 28. liquidated. are Tal of assets all once shareholder sole and Tal the 2019 in PureTech that so becomes PureTech between executed be will PureTech. of merger of Aform operations the under capacity a legal in Tal remained (Loss). Income/ of line shares Comprehensive of Statements preferred the Consolidated – subsidiary in Finance costs recognised $11 of gain in $0.1 being million resulting million, totalled to, which entitled were investors external the distribution cash the to adjusted were shares preferred the a result, As expiring. option the in resulting raised, not were proceeds gross 2018, minimum the 31 of December As down. wind would Tal’s and operations expiration, of date the on hand on cash the to equal a distribution to PureTech, entitled be would including not investors, external all option the of expiration the Upon date). expiration 2019 option (the 1January to $15 of prior million proceeds gross raising party third the on contingent was option The Tal’s of all assets. substantially acquire to option the given was party third the which through party, a third with agreement option an into entered Group the of 2018, (“Tal”) Inc. Tal 31 a subsidiary December Medical, ended year the During 27. Notes to the Consolidated Financial Statements
Subsequent Events Agreement Tal Merger — continued PureTech Health plc Health PureTech Annual report and accounts 2018 accounts and report Annual
135
Financial statements Financial statements Investment in subsidiary assets Non-current Assets Total current liabilities Total equity Total assets non-current Total and equity liabilities Current liabilities Related party receivables Related party Current assets The accompanying notes are an integral part of these financial statements. financial these of part integral an are notes accompanying The Total current assets current Total Total assets Equity andEquity liabilities 136 31 December ended years the For PureTech Statement plc Position Health of Financial
Related party payables party Related Trade and other payables Accumulated deficit reserve Other Merger reserve Share premium Share capital PureTech Health plc Health PureTech Annual report and Annual 2018 accounts report Note 5 4 4 4 4 4 2
3
138,506 278,385 141,348 418,030 141,348 428,234 286,886 286,886 428,234 10,204 10,204 (5,227) 5,375 $000s 2018 911 — 138,506 181,588 141,348 321,145 141,348 330,741 189,393 189,393 330,741 (4,483) 8,881 4,679 9,596 $000s 2017 715 855 for the period Total comprehensive loss for the period Total comprehensive loss 2017 1January Balance For the years ended 31 December ended years the For PureTech Equity in of Changes Statements plc Health Balance 31 December 2018 31 December Balance 2017 31 December Balance The accompanying notes are an integral part of these financial statements. financial these of part integral an are notes accompanying The Net loss Net Exercise of share-based awards costs Offering of placingIssuance shares loss Net Exercise of share-based awards 237,387,951 282,493,867 237,429,696 45,000,000 64,171 41,745 Shares — — —
Amount 4,609 5,375 4,679 $000s 696 70 — — — —
181,658 278,385 181,588 Premium 96,797 $000s Share (70) — — — —
PureTech Health plc Health PureTech 138,506 138,506 138,506 Reserve Merger $000s — — — — — —
Reserve Annual report and accounts 2018 accounts and report Annual $000s Other 855 991 855 136 — — — — —
Accumulated (3,664) (5,227) (4,483) deficit $000s (623) (121) (819) — — —
321,964 418,030 321,145 97,493 equity $000s (623) (121) (819) Total
136 — 137
Financial statements Financial statements Related party payable party Related receivable Related party Changes in and operating liabilities: assets Equity settled share-based payment expense items: Non-cash toAdjustments reconcile net operating loss to net used in cash operating activities: loss Net flowsfromCash operatingactivities The accompanying notes are an integral part of these financial statements. financial these of part integral an are notes accompanying The awards incentive of Vesting Supplemental disclosure investment of non-cash and financing activities: year of end at equivalents cash and Cash year of beginning at equivalents cash and Cash equivalents cash and cash in decrease Net equivalents cash and cash on rates exchange of Effect activities financing in) (used by provided cash Net costs Offering of placingIssuance shares activities: financing from flows Cash activities investing in) (used by provided cash Net activities: investing from flows Cash Net used in cash operating activities expenses accrued and payable Accounts 138 31 December ended years the For PureTech Flows of Cash Statements plc Health
PureTech Health plc Health PureTech Annual report and Annual 2018 accounts report (97,493) (97,372) 97,372 97,493 1,323 $000s (623) (121) (715) 2018 136 70 — — — — —
$000s (819) 2017 776 130 (87) 70 — — — — — — — — — —
PureTech Health plc. Health PureTech of Statements Financial Consolidated the 1of note see subsidiaries indirect Parent’s the of a summary For health. of to the needs human advance approaches disruptive potentially and unexpected commercialises and validates companyand development that sources, conceptualises, research driven scientifically a US-focused as US the in 2015. June in PureTech LLC operates Exchange Stock London the (“IPO”) on offering public initial Parent’s the to prior immediately statements Group’s financial the of acquisition reverse the PureTech of in a result LLC as investment Parent’s the represents subsidiary in “Group”).the Investment (together, subsidiaries its and Parent the of PureTech consists 2018 2017 and 31 December at Balance Additions 2015 8May at Balance 2. Company. Parent the from or to pass titles related the and on cease of the basis torecognised when be recognised Financial and financial assets instruments. liabilities are financial derivative into enter not does Parent the Currently Instruments Financial account. and loss profit the in recognised charge a corresponding with amount recoverable to reduced is asset the of value carrying the cases, such In asset. the to attributable flows cash discounted future on based measured is use in Value amount. carrying its than less is use, in value and value realisable net of is if impaired amount, the recoverable being the higher asset An review. impairment an perform would Parent the impaired, be might asset an that indication an is there If Impairment conditions. market general in a deterioration or operates company investee the which in markets the in change adverse a significant based, was investment the which on expectations the below significantly being company investee the of prospects) financial the (including prospects and/or performance the as such occurred has impairment an that indicate that circumstances in changes or events of assessment an upon based are Provisions purposes. investment long-term for held are and value in impairment for provision any less cost historic at stated are Investments Investments Dollars. US in presented are statements financial the and (“US”) Dollars States United is Parent the of currency functional The Currency and Presentation Functional below. out set are year the throughout consistently applied been have that policies accounting significant the of IFRSs”). A summary (“adopted Union European the by adopted as (“IASB”) Board Standards Accounting “IFRS”) (collectively Interpretations by the International issued Standards, International Accounting Standards, and in accordance with the International Financial Reporting convention, cost historical the under prepared been have “Parent”) (the PureTechplc of Health statements financial The Measurement and Preparation of Basis 1. Notes Statements to Financial the
Accounting policies Investment in subsidiary in Investment
141,348 141,348 $000s — The Parent had no employees during 2018 2017. or during employees no had Parent The Statements. Financial 111 pages on Consolidated 113 and accompanying the of Payments, 7, note in found be Share-based can disclosures related the and charge payment share-based the of detail 78. to 66 Full pages on Report Remuneration Directors’ the in found be can remuneration their for details Full Statements. Financial Consolidated 128127 accompanying the of through pages on Transactions, Parties 24, note in Related disclosed is Company Parent the of Directors the of remuneration The 8. million. $0.8 was year the for loss Parent’s The statements. financial these in included been not has account loss and profit Parent’s the 2006, Act Companies the of 408 Section by permitted As 7. future. in the foreseeable settlement its of intention no is However, there expenses. operating and costs IPO to PureTech related is $8.9 LLC of which million, subsidiary operating its to due a balance has Parent The 6. costs. IPO to related 2017PureTech 31 $0.7 of of million LLC as December subsidiary operating its from a balance had Parent The 5. million. $0.8 of costs issuance of net million, $24.2 of proceeds net in resulted which share, ordinary per 160 pence of price 10,139,943 offer issued the at Parent shares ordinary the 2015. 2July on As a result, option over-allotment its full in shares. The stabilisation manager provided notice to exercise ordinary new of number total the of 15 to cent per equivalent option over-allotment an included IPO the Additionally, $11.8 of $159.3 costs million. issuance of net million, for consideration in share, ordinary per 160 of pence price offering 67,599,621 a public at issued shares it which ordinary in Exchange, Stock London the on IPO an completed Parent shares, the of the ordinary the authorisation with conjunction In securities. listed for Exchange Stock London the of Market Main the on traded and Authority Listing Kingdom’s United the of segment listing premium the to admitted were shares ordinary These apiece. pence one at capital share ordinary 227,248,008 of authorised 2015, 24On June Company the shares. placing 45,000,000 of a Placing of by way $100.0 and other million,expenses, costs before issuance approximately raised 12 2018,On Company March the 2015. 8May on company a public as 2006 Act Companies the under House Companies the with PureTech incorporated was plc 4. IPO. the from received cash PureTech to $286.9 LLC due of million subsidiary operating The Parent balance its receivable from has an accounts 3.
and share-based payments and share-based Directors’ remuneration,Directors’ employee information account loss and Profit payables party Related payables other and Trade reserves and capital Share receivables party Related PureTech Health plc Health PureTech Annual report and accounts 2018 accounts and report Annual
139
Financial statements Company information
Directors, Secretary and Advisors Broker to PureTech Jefferies International Limited 68 Upper Thames Street Company Registration Number London EC4V 3BJ 09582467 United Kingdom Registered Office Tel: +44 207 029 8000 5th Floor 6 St. Andrew Street Registrar London EC4A 3AE Computer Share Investor Services PLC United Kingdom The Pavilions Bridgwater Road Website Bristol BS99 6ZY www.puretechhealth.com United Kingdom Board of Directors Tel: +44 (0)370 707 1147 Mr Joichi Ito (Chairman) Ms Daphne Zohar (Chief Executive Officer) Solicitors Dame Marjorie Scardino DLA Piper UK LLP (Senior Independent Non-Executive Director) 160 Aldersgate Street Dr Bennett Shapiro (Non-Executive Director) London EC1A 4HT Dr Robert Langer (Non-Executive Director) United Kingdom Dr Raju Kucherlapati Tel: +44 870 011 1111 (Independent Non‑Executive Director) Dr John LaMattina (Independent Non-Executive Director) Mr Christopher Viehbacher (Independent Non-Executive Director) Mr Stephen Muniz (Chief Operating Officer)
Company Secretary Stephen Muniz
Media and Public Relations FTI Consulting, Inc. 200 Aldersgate Aldersgate Street London EC1A 4HD United Kingdom
Tel +44 203 727 1000
Independent Auditor KPMG LLP 15 Canada Square London E14 5GL United Kingdom
Tel: +44 207 311 1000 This document is printed on Mohawk Superfine, a carbon neutral paper containing 100% virgin fibre sourced from well managed, responsible, FSC® certified forests. The pulp used in this product is bleached using an elemental chlorine free (ECF) process. Designed and produced by Whitehouse Associates, London Printed by Park Communications on FSC® certified paper. Park is an EMAS certified company and its Environmental Management System is certified to ISO 14001. PureTech Health 501 Boylston Street Suite 6102 Boston MA 02116 Tel: +1 617 482 2333 Email: [email protected]