PureTech Health (PRTC) ends Nasdaq ADS listing, focuses trading on LSE

Rhea-AI Filing Summary

PureTech Health plc plans to voluntarily delist its American Depositary Shares from Nasdaq and concentrate trading of its equity on the London Stock Exchange, which will remain its primary listing venue. Each ADS represents the right to receive ten ordinary shares.

The company expects to file Form 25 on or about May 11, 2026, with delisting becoming effective ten days later and the last trading day for ADSs on Nasdaq expected on or about May 20, 2026. After delisting, PureTech anticipates its ADSs will trade over-the-counter via a sponsored Level 1 ADR program, with no immediate action required from ADS holders.

PureTech also intends to file Form 15F to deregister its securities and terminate its reporting obligations under the U.S. Exchange Act, with termination expected to become effective no later than 90 days after that filing, absent SEC objection.

Positive

• None.

Negative

• U.S. listing and reporting exit: Voluntary delisting of ADSs from Nasdaq and planned deregistration under the U.S. Exchange Act may reduce U.S. trading visibility and SEC reporting transparency for American investors.

Insights

Cross‑listing and capital markets analyst

PureTech is exiting its U.S. listing to focus trading on London.

PureTech Health has chosen to delist its ADSs from Nasdaq, keeping its ordinary shares listed on the London Stock Exchange as the primary trading venue. The board cites that most trading volume, liquidity, and price discovery already occur in London.

The company highlights significant costs and regulatory demands from maintaining a dual listing. By concentrating on one market, it aims to simplify governance, streamline overhead, and align its structure with a UK‑centered investor base and governance framework, while maintaining global investor access through London.

Following delisting, ADSs are expected to trade over-the-counter via a sponsored Level 1 ADR program, and PureTech plans to deregister with the SEC by filing Form 15F. U.S. reporting obligations will be suspended upon that filing, with full termination expected within 90 days if the SEC raises no objections.

Key Figures

ADS to ordinary share ratio: 1 ADS = 10 ordinary shares Expected Form 25 filing date: May 11, 2026 Delisting effectiveness period: 10 days after Form 25 +2 more

5 metrics

ADS to ordinary share ratio 1 ADS = 10 ordinary shares Each ADS represents the right to receive ten ordinary shares

Expected Form 25 filing date May 11, 2026 Planned filing date relating to delisting of ADSs

Delisting effectiveness period 10 days after Form 25 Nasdaq delisting expected to become effective ten days after Form 25 filing

Expected last Nasdaq trading day May 20, 2026 Last expected day of ADS trading on Nasdaq

Deregistration effectiveness window Within 90 days Termination of registration and reporting expected within 90 days after Form 15F, absent SEC objection

Key Terms

American Depositary Shares, sponsored Level 1 ADR program, Form 25, Form 15F, +1 more

5 terms

American Depositary Shares financial

"its intention to voluntarily delist its American Depositary Shares (“ADSs”)"

American depositary shares (ADSs) are a way for investors in the United States to buy shares of foreign companies without dealing with international markets directly. They represent ownership in a foreign company's stock and are traded on U.S. stock exchanges, making it easier for American investors to buy, sell, and own parts of companies from around the world.

sponsored Level 1 ADR program financial

"quoted and traded on the over-the-counter market via a sponsored Level 1 ADR program"

Form 25 regulatory

"expects to file a Form 25 with the U.S. Securities and Exchange Commission"

A Form 25 is an official filing with the U.S. Securities and Exchange Commission used to remove a company's stock or other security from a national exchange list. Investors should care because delisting often means less visibility, lower trading volume and wider price swings—similar to a product moving from a major supermarket to a small local market, which can make buying, selling and valuing the security more difficult.

Form 15F regulatory

"intends to file a Form 15F with the SEC to deregister its securities"

deregister its securities regulatory

"file a Form 15F with the SEC to deregister its securities and terminate its reporting obligations"

Deregistering securities means a company removes its shares or bonds from formal registration with the market regulator or exchange, so it no longer has to meet the same public reporting and listing rules. For investors this matters because it often makes the securities harder to buy or sell, cuts transparency about the business, and can indicate a shift such as going private or reorganizing—like a store that stops issuing public receipts, making it tougher for shoppers to verify pricing and availability.

Form 6-K: How Foreign Companies Report to the SEC →

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 April, 2026

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 April 29, 2026, PureTech Health plc (LSE: PRTC, Nasdaq: PRTC) (the “Company”) issued a press release titled “PureTech Announces Intention to Voluntarily Delist American Depositary Shares from Nasdaq and Concentrate Trading on the London Stock Exchange.”

The press release is furnished herewith as Exhibit 99.1 and is incorporated by reference herein.

Exhibits

99.1 Press Release of PureTech Health plc, dated April  29, 2026, titled “PureTech Announces Intention to Voluntarily Delist American Depositary Shares from Nasdaq and Concentrate Trading on the London Stock Exchange.”

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: April 29, 2026		By:		/s/ Robert Lyne
				Name:		Robert Lyne
				Title:		Chief Executive Officer

Exhibit 99.1

29 April 2026

PureTech Health plc

PureTech Announces Intention to Voluntarily Delist American Depositary Shares from Nasdaq and Concentrate Trading on the London Stock Exchange

PureTech to maintain its primary listing on the London Stock Exchange

Simplification of listing structure expected to enhance operational efficiency and focus resources on advancing the Company’s portfolio

PureTech Health plc (Nasdaq: PRTC, LSE: PRTC) (“PureTech” or the “Company”), a hub-and-spoke biotherapeutics company dedicated to giving life to science and transforming innovation into value, today announced that it has notified The Nasdaq Stock Market LLC (“Nasdaq”) of its intention to voluntarily delist its American Depositary Shares (“ADSs”), each representing the right to receive ten (10) ordinary shares of the Company. Following the effectiveness of the delisting, PureTech’s ordinary shares will remain listed on the London Stock Exchange (“LSE”), which will continue to serve as the Company’s primary trading venue.

Following a review of the Company’s listing structure and shareholder trading patterns, the Board of Directors determined that maintaining a dual listing is no longer necessary. The substantial majority of trading volume, liquidity, and price discovery for PureTech’s shares occurs on the LSE, and the majority of the Company’s current investor base as well as the Company’s governance framework are centered in the United Kingdom.

This decision reflects PureTech’s ongoing commitment to disciplined capital allocation, focused execution, and long-term shareholder value creation. The cost and regulatory and administrative demands of maintaining a dual listing are significant, and concentrating trading on the London Stock Exchange will simplify governance, streamline overhead, and align the Company’s structure with its operational and strategic priorities.

Following the delisting, and until such time as PureTech may consider terminating its American Depositary Receipt (“ADR”) program, PureTech expects its ADSs to be quoted and traded on the over-the-counter market via a sponsored Level 1 ADR program. No action is required to be taken by ADS holders at this time.

Robert Lyne, Chief Executive Officer of PureTech, commented:

“We have determined that concentrating our listing on the London Stock Exchange is the most effective way to support our shareholders and execute our strategy. This decision reflects where the meaningful trading volume and liquidity in our shares has consistently occurred, whilst maintaining access to both the UK and global investment community. By simplifying our listing structure, we are streamlining overhead, preserving capital, and ensuring that our resources are focused on advancing our differentiated portfolio and delivering long-term value.”

PureTech expects to file a Form 25 with the U.S. Securities and Exchange Commission (“SEC”) relating to the delisting of its ADSs on or about May 11, 2026. The delisting is expected to become effective ten days thereafter, with the last day of trading of the Company’s ADSs on Nasdaq expected to be on or about May 20, 2026.

Following the delisting, PureTech intends to file a Form 15F with the SEC to deregister its securities and terminate its reporting obligations under the Securities Exchange Act of 1934, as amended (the “Exchange Act”). Upon such filing, the Company’s reporting obligations with the SEC will be suspended immediately. The termination of the Company’s registration and reporting obligations is expected to become effective no later than 90 days after such filing if there are no objections from the SEC.

About PureTech Health

PureTech Health is a hub-and-spoke biotherapeutics company dedicated to giving life to science and transforming innovation into value. We do this through a proven, capital-efficient R&D model focused on opportunities with validated pharmacology and untapped potential to address significant patient needs. This strategy has produced dozens of therapeutic candidates, including three that have received U.S. FDA approval. By identifying, shaping, and de-risking these high-conviction assets, and scaling them through dedicated structures backed by external capital, we accelerate their path to patients while creating sustainable value for shareholders.

For more information, visit, www.puretechhealth.com. or connect with us on LinkedIn and X (formerly Twitter) @puretechh.

Cautionary Note Regarding Forward-Looking Statements

This press release contains statements that are or may be forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995. All statements contained in this press release that do not relate to matters of historical fact should be considered forward-looking statements, including without limitation those related to our delisting and deregistration in the U.S. and related timing, plans for future trading of ADSs, future prospects, developments 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, 2025, 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

Public Relations

publicrelations@puretechhealth.com

Investor Relations

IR@puretechhealth.com

UK/EU Media

Ben Atwell, Rob Winder

+44 (0) 20 3727 1000

puretech@fticonsulting.com

US Media

Justin Chen

jchen@tenbridgecommunications.com

FAQ

What is PureTech Health (PRTC) announcing regarding its Nasdaq listing?

PureTech Health plans to voluntarily delist its American Depositary Shares from Nasdaq and concentrate trading on the London Stock Exchange. The company says most trading volume, liquidity, and price discovery already occur in London, so a single primary listing better matches its investor base and governance.

When will PureTech Health (PRTC) ADSs stop trading on Nasdaq?

PureTech expects to file Form 25 on or about May 11, 2026, with delisting effective ten days later. The last day of trading of its ADSs on Nasdaq is expected to be on or about May 20, 2026, subject to the standard delisting timeline described.

How will PureTech Health (PRTC) ADSs trade after the Nasdaq delisting?

After delisting from Nasdaq, PureTech expects its American Depositary Shares to be quoted and traded on the over-the-counter market via a sponsored Level 1 ADR program. The company states that no action is required from ADS holders at this time for that transition.

What does PureTech Health (PRTC) plan regarding U.S. SEC reporting?

Following the delisting, PureTech intends to file Form 15F to deregister its securities and terminate reporting obligations under the U.S. Exchange Act. Upon filing, SEC reporting duties will be suspended, with full termination expected within 90 days if the SEC does not object.

Why is PureTech Health (PRTC) concentrating its listing on the London Stock Exchange?

PureTech’s board concluded a dual listing is no longer necessary because most trading volume, liquidity, and price discovery occur on the London Stock Exchange. It also cites significant dual‑listing costs and aims to simplify governance, streamline overhead, and align structure with its UK‑centered investor base.

Does PureTech Health’s (PRTC) delisting require ADS holders to take action now?

PureTech states that no action is required from ADS holders at this time. After the Nasdaq delisting, the company expects ADSs to trade over-the-counter via a sponsored Level 1 ADR program, while the ordinary shares continue to trade on the London Stock Exchange.

Filing Exhibits & Attachments

1 document

Press Releases

• EX-99.1 EX-99.1 10.5 KB