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PureTech Health PLC

PureTech Health plc Minority Stake Acquisition in Ariya Therapeutics Inc.

PureTech Health plc (LSE: PRTC), a clinical stage biotechnology company dedicated to discovering, developing and commercialising highly differentiated medicines for dysfunctions of the Brain-Immune-Gut (BIG) axis, has today announced its acquisition of the remaining minority interests totalling 10 per cent in Ariya Therapeutics Inc., which has been renamed PureTech LYT, Inc. PureTech LYT is the Company’s now wholly-owned subsidiary that holds its four technology platforms in immuno-oncology, synthetic lymphatic targeting chemistry, milk exosomes, and meningeal lymphatics. The acquired minority interests were previously held by the co-inventors of the four platforms and associated universities and advisors.

The acquisition of the minority interests is consistent with the Company’s strategy to advance a wholly-owned internal pipeline targeting the lymphatic system and related immunological mechanisms. These four programs are part of PureTech’s internal pipeline and will be funded by PureTech as well as through non-dilutive partnerships with pharmaceutical companies.

In consideration for the acquisition of minority interests in the four platforms, PureTech will issue 2,126,338 new ordinary shares of 1 pence each and will grant options to the co-inventors of and advisors to the four platforms to purchase 2,147,295 ordinary shares under the PureTech Health Performance Share Plan. The ordinary shares issued and any issued upon exercise of the options, will be subject to lock-up agreements with the Company and the ordinary shares will not be tradable until 1 October 2021. An application has been made for the 2,126,338 new ordinary shares and a block listing of 2,147,295 ordinary shares of 1 pence each (the “Block Listing Shares”) to be admitted to the Premium Segment of the Official List of the United Kingdom Listing Authority and to trading on the London Stock Exchange. The Block Listing Shares are being reserved under a block listing and will be issued in accordance with the PureTech Performance Share Plan.

Daphne Zohar, founder and chief executive officer of PureTech Health plc said:

“As we advance our internal pipeline, we believe it is important that the co-inventors of our core technology platforms have an aligned interest in the long-term growth of PureTech. We are pleased with the rapid progress across our internal pipeline since it was first announced just over a year ago. It has also attracted two pharma partnerships, which provide non-dilutive funding that allows us to advance the platforms while retaining the freedom to independently develop the underlying technologies for a broad range of applications. We believe that the combination of our leadership in lymphatics and related immunology coupled with the value from our affiliates and non-dilutive partnerships provide us with a unique and multi-pronged engine to fuel future growth.”

As previously announced, PureTech’s internal pipeline also includes wholly-owned, clinical-stage LYT-100, for all indications worldwide, including the potential treatment of lymphedema and other lymphatic flow disorders such as focal segmental glomerulosclerosis (FSGS) and other fibrotic conditions such as idiopathic pulmonary fibrosis (IPF).

Separately, as stated in PureTech’s 2018 Annual Report and Accounts and pursuant to the Company’s Performance Share Plan awards for 2016, an application has been made for 513,324 ordinary shares of 1 pence each to be admitted to the Premium Segment of the Official List of the United Kingdom Listing Authority and to trading on the London Stock Exchange.

It is expected that admission of the ordinary shares and the Block Listing Shares in relation to the acquisition of the minority interests in Ariya and the ordinary shares in relation to the Company’s Performance Share Plan awards for 2016 will become effective on 7 October 2019 and dealings in the ordinary shares will commence at 8.00 a.m. on this date. These shares will rank pari passu in all respects with the Company’s existing ordinary shares in issue.

Following admission of the above additional ordinary shares, the total number of ordinary shares the Company has in issue will be 285,263,483.

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