Washington, D.C. 20549






Report of Foreign Private Issuer

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

under the Securities Exchange Act of 1934

For the month of February, 2024

Commission File Number 001-39670




(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): ☐





On May 9, 2022, PureTech Health plc (LSE: PRTC, Nasdaq: PRTC) (the “Company”) announced the commencement of a $50 million share repurchase program (the “Program”) of its ordinary shares of one pence each (“Ordinary Shares”). The Company executed the Program in two equal tranches, the first of which was completed on October 26, 2022, and the second which was completed on February 7, 2024. In respect of each of the two tranches, PureTech entered into an irrevocable non-discretionary instruction with Jefferies International Limited (“Jefferies”) in relation to the purchase by Jefferies of Ordinary Shares for an aggregate consideration (excluding expenses) of no greater than $25 million and the simultaneous on-sale of such Ordinary Shares by Jefferies to PureTech. Jefferies makes its trading decisions in relation to the Ordinary Shares independently of, and uninfluenced by, the Company. Purchases may have continued during any close period to which the Company is subject. Any purchase of Ordinary Shares under the second tranche of the Program were carried out on the London Stock Exchange and any other UK recognized investment exchange which was agreed, in accordance with pre-set parameters and in accordance with, and subject to limits, including those limits related to daily volume and price, prescribed by the Company’s general authority to repurchase Ordinary Shares granted by its shareholders at its most recent annual general meeting on June 13, 2023, Chapter 12 of the Financial Conduct Authority’s UK Listing Rules, Article 5(1) of Regulation (EU) No. 596/2014 (as incorporated into UK domestic law by the European Union (Withdrawal) Act 2018) and Commission Delegated Regulation (EU) 2016/1052 (as incorporated into UK domestic law by the European Union (Withdrawal) Act 2018). All Ordinary Shares repurchased under the Program are held in treasury. Between May 9, 2022 and February 7, 2024, the Company repurchased an aggregate of 20,182,863 ordinary shares under the Share Buyback Programme, which represents approximately 7% of the Company’s issued share capital at the time the programme commenced. The Company intends to update its capital return strategy in light of the expected closing of the pending merger between its Founded Entity, Karuna Therapeutics, Inc. (Nasdaq: KRTX), and Bristol Meyers Squibb (NYSE: BMY).

During the month ended February 29, 2024, the Company had the following daily purchases of its own Ordinary Shares under the Program through Jefferies:



   Ordinary Shares
     Volume Weighted
Average Price Paid
per Ordinary Share
     Highest Price Paid      Lowest Price Paid  

February 1, 2024

     87,581        197.26p        198.00p        194.40p  

February 2, 2024

     61,102        191.32p        194.40p        189.40p  

February 5, 2024

     67,637        190.35p        194.40p        189.00p  

February 6, 2024

     77,754        192.62p        195.00p        190.00p  

February 7, 2024

     23,059        190.25p        195.20p        188.00p  

During the month ended February 29, 2024, the Company repurchased an aggregate of 317,133 Ordinary Shares. As of February 29, 2024, the Company’s issued share capital was 289,468,159 shares, 19,518,418 of which were held in treasury, resulting in total voting rights in the Company of 269,949,741 shares. To view the details of the individual transactions, please paste the following URL(s) into the address bar of your browser with respect to each individual date of repurchase under the Program:

February 1, 2024: https://data.fca.org.uk/artefacts/NSM/RNS/5053857.html

February 2, 2024: https://data.fca.org.uk/artefacts/NSM/RNS/5055380.html

February 5, 2024: https://data.fca.org.uk/artefacts/NSM/RNS/5057001.html

February 6, 2024: https://data.fca.org.uk/artefacts/NSM/RNS/5058561.html

February 7, 2024: https://data.fca.org.uk/artefacts/NSM/RNS/5060068.html


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.


Date: March 4, 2024   By:  

/s/ Daphne Zohar

    Name: Daphne Zohar
    Title:  Chief Executive Officer