6-K

 

 

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

 

FORM 6-K

 

 

Report of Foreign Private Issuer

Pursuant to Rule 13a-16 or 15d-16

under the Securities Exchange Act of 1934

For the month of October, 2022

Commission File Number 001-39670

 

 

PURETECH HEALTH PLC

(Translation of registrant’s name into English)

 

 

6 Tide Street, Suite 400

Boston, Massachusetts 02210

(Address of principal executive office)

 

 

Indicate by check mark whether the registrant files or will file annual reports under cover of Form 20-F or Form 40-F.

Form 20-F  ☒            Form 40-F  ☐

Indicate by check mark if the registrant is submitting the Form 6-K in paper as permitted by Regulation S-T Rule 101(b)(1):  ☐

Indicate by check mark if the registrant is submitting the Form 6-K in paper as permitted by Regulation S-T Rule 101(b)(7):  ☐

 

 

 


INFORMATION CONTAINED IN THIS REPORT ON FORM 6-K

On October 11, 2022, PureTech Health plc (LSE: PRTC, Nasdaq: PRTC) (the “Company”) and Nektar Therapeutics, Inc. (“Nektar”) each issued a press release, in accordance with the UK City Code on Takeovers and Mergers, regarding the mutual termination of discussions related to a possible business combination.

The press release issued by the Company is furnished herewith as Exhibit 99.1 and is incorporated by reference herein. The press release issued by Nektar is furnished herewith as Exhibit 99.2 and is incorporated by reference herein.

Exhibits

 

99.1    Press Release of PureTech Health plc, dated October 11, 2022, titled “Statement regarding termination of discussions with Nektar Therapeutics (“Nektar”).”
99.2   

Press Release of Nektar Therapeutics, Inc., dated October 11, 2022, titled “Rule 2.8 Announcement.”

 


SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

 

  PURETECH HEALTH PLC
Date: October 11, 2022   By:  

/s/ Daphne Zohar

    Name:   Daphne Zohar
    Title:   Chief Executive Officer
EX-99.1

Exhibit 99.1

NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, IN WHOLE OR IN PART, IN, INTO OR FROM ANY JURISDICTION WHERE TO DO SO WOULD CONSTITUTE A VIOLATION OF THE RELEVANT LAWS OF SUCH JURISDICTION

THIS ANNOUNCEMENT CONTAINS INSIDE INFORMATION FOR THE PURPOSES OF ARTICLE 7 OF REGULATION (EU) NO 596/2014 (“MAR”). UPON THE PUBLICATION OF THIS ANNOUNCEMENT, THE INSIDE INFORMATION IS NOW CONSIDERED TO BE IN THE PUBLIC DOMAIN FOR THE PURPOSES OF MAR.

FOR IMMEDIATE RELEASE

11 October 2022

PureTech Health plc (Nasdaq: PRTC, LSE: PRTC) (“PureTech” or the “Company”)

Statement regarding termination of discussions with Nektar Therapeutics (“Nektar”)

PureTech announces that it has mutually agreed with Nektar to terminate discussions regarding a possible business combination.

Discussions with Nektar were announced on 7 October 2022, as required by Rule 2 of the UK City Code on Takeovers and Mergers (the “Code”), in response to media speculation. These discussions were early in nature and the required announcement created the impression that discussions were more advanced than they were. Given the early stage of the discussions and the potential for an extended period of uncertainty, these discussions were terminated.

This announcement has been made with the consent of Nektar.

Notwithstanding the termination of discussions, PureTech remains in an “offer period” until the expiration of the period set out in the announcement made on 7 October 2022 for Nektar either to announce a firm intention to make an offer for the Company in accordance with Rule 2.7 of the Code or to announce that it does not intend to make an offer, in which case such announcement will be treated as a statement to which Rule 2.8 of the Code applies.

About PureTech Health

PureTech is a biotherapeutics company dedicated to changing the treatment paradigm for devastating diseases. The Company is a financially robust and successful business. It has a strong clinical track record and Wholly Owned Pipeline as well as stakes in, and royalties due from, programs being advanced by its Founded Entities. The Board is confident in the exciting prospects for the Company, which are built upon its well-funded balance sheet and strong Wholly Owned Pipeline.

The Company has created a broad and deep pipeline through the expertise of its experienced research and development team and its extensive network of scientists, clinicians and industry leaders. This pipeline, which is being advanced both internally and through PureTech’s Founded Entities, is comprised of 27 therapeutics and therapeutic candidates, including two that have received both U.S. FDA clearance and European marketing authorization and a third that will soon be filed for FDA approval, as of the date of PureTech’s most recently filed Half-Year Report and corresponding Form 6-K. All of the underlying programs and platforms that resulted in this pipeline of therapeutic candidates were initially identified or discovered and then advanced by the PureTech team through key validation points based on unique insights in immunology and drug development.

For more information, visit www.puretechhealth.com or connect with us on Twitter @puretechh.

Cautionary Note Regarding Forward-Looking Statements

This press release contains forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995. All statements contained in this press release that do not relate to matters of historical fact should be considered forward-looking statements, including those statements related to discussions of a possible business combination between PureTech and Nektar and PureTech’s future prospects, development plans, and strategies. The forward-looking statements are based on current expectations and are subject to known and unknown risks, uncertainties and other important factors that could cause actual results, performance and achievements to differ materially from current expectations, including, but not limited to, those risks, uncertainties and other important factors described under the caption “Risk Factors” in our Annual Report on Form 20-F for the year ended December 31, 2021 filed with the SEC and in our other regulatory filings. These forward-looking statements are based on assumptions regarding the present and future business strategies of the Company and the environment in which it will operate in the future. Each forward-looking statement speaks only as at the date of this press release. Except as required by law and regulatory requirements, we disclaim any obligation to update or revise these forward-looking statements, whether as a result of new information, future events or otherwise.


Contact

 

PureTech
Allison Mead Talbot, Head of Communications
IR@puretechhealth.com
EX-99.2

Exhibit 99.2

NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, IN WHOLE OR IN PART, IN, INTO OR FROM ANY JURISDICTION WHERE TO DO SO WOULD CONSTITUTE A VIOLATION OF THE RELEVANT LAWS OF SUCH JURISDICTION.

THIS IS AN ANNOUNCEMENT FALLING UNDER RULE 2.8 OF THE CITY CODE ON TAKEOVERS AND MERGERS (THE “CODE”)

THIS ANNOUNCEMENT CONTAINS INSIDE INFORMATION

FOR IMMEDIATE RELEASE

11 October 2022

Nektar Therapeutics (“Nektar”)

Rule 2.8 Announcement

Further to the announcement made by PureTech Health plc (“PureTech”) on 7 October 2022, Nektar announces that it has mutually agreed with PureTech to terminate discussions regarding a potential business combination.

Important Code notes

This is a statement to which Rule 2.8 of the Code applies.

As is customary under Rule 2.8 of the Code, Nektar reserves the right to make or participate in an offer for PureTech (and/or take any other actions which would otherwise be restricted under Rule 2.8 of the Takeover Code) within the next six months following the date of this announcement:

 

  i.

with the agreement of the PureTech Board;

 

  ii.

following the announcement of a firm intention to make an offer for PureTech by or on behalf of a third party;

 

  iii.

following the announcement by PureTech of a Rule 9 waiver proposal (as described in Note 1 of the Notes on Dispensations from Rule 9 of the Takeover Code) or a reverse takeover (as defined in the Code); or

 

  iv.

where the Takeover Panel has determined that there has been a material change of circumstances.

For the purposes of UK MAR, the person responsible for arranging release of this announcement on behalf of Nektar is Jennifer Ruddock.

Enquiries:

Nektar Therapeutics

Jennifer Ruddock

415-482-5585