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1.
Material Accounting Policies
Description of Business
PureTech Health plc (the \u201cParent\u201d) is a public company incorporated, domiciled and registered in the United Kingdom (\u201cUK\u201d). The
registered number is 09582467 and the registered address is 13th Floor, One Angel Court, London, EC2R 7HJ, United Kingdom.
The Parent and its subsidiaries are together referred to as the \u201cGroup\u201d. The Parent company financial statements present financial
information about the Parent as a separate entity and not about its Group.
The accounting policies set out below have, unless otherwise stated, been applied consistently to all periods presented in these
group financial statements.
Basis of Presentation
The consolidated financial statements of the Group (the \"Consolidated Financial Statements\") are presented as of December 31,
2025 and 2024, and for the years ended December 31, 2025, 2024 and 2023. The Consolidated Financial Statements have been
approved by the Directors on April\u00a029, 2026, and are prepared in accordance with UK-adopted International Financial Reporting
Standards. The Consolidated Financial Statements also comply fully with IFRS Accounting Standards as issued by the IASB. UK-
adopted IFRS Accounting Standards differ in certain respects from IFRS Accounting Standards as issued by the IASB. However, the
differences have no impact for the periods presented.
For presentation of the Consolidated Statement of Comprehensive Income/(Loss), the Group uses a classification based on the
function of expenses, rather than based on their nature, as it is more representative of the format used for internal reporting and
management purposes and is consistent with international practice.
Certain amounts in the Consolidated Financial Statements and accompanying notes may not add due to rounding. All percentages
have been calculated using unrounded amounts.
Basis of Measurement
The Consolidated Financial Statements are prepared on the historical cost basis except that the following assets and liabilities are
stated at their fair value: investments held at fair value, investments in notes from associates and preferred share liabilities.
Use of Judgments and Estimates
In preparing the Consolidated Financial Statements, management has made judgments, estimates and assumptions that affect the
application of the Group\u2019s accounting policies and the reported amounts of assets, liabilities, income and expenses. Actual results
may differ from these estimates. Estimates and underlying assumptions are reviewed on an on-going basis.
Significant estimation is applied in determining the following:
\u2014 Financial instruments (see Note 19. Financial Instruments ): In accordance with IFRS 9, Financial Instruments (\"IFRS 9\"), the Group
carries certain financial assets and financial liabilities at fair value, with changes in fair value through profit and loss (\"FVTPL\").
Valuation of the aforementioned financial instruments includes determining the appropriate valuation methodology and making
certain estimates such as the equity value of an entity and the probability of entering into an initial public offering.
Significant judgement is also applied in determining the following:
\u2014 Whether financial instruments should be classified as liability or equity (see Note 17. Subsidiary Preferred Shares ). The judgement
includes an assessment of whether the financial instruments include contractual obligations of the Group to deliver cash or other
financial assets or to exchange financial assets or financial liabilities with another party, and whether those obligations could be
settled by the Group exchanging a fixed amount of cash or other financial assets for a fixed number of its own equity instruments.
Further information about these critical judgments and estimates is included below under Financial Instruments.
\u2014 Whether the power to control investees exists (see Note 5. Investments Held at Fair Value, Note 6. Investments in Associates and
Note 8. Gain/(loss) on Deconsolidation of Subsidiary and accounting policy with regard to Subsidiaries below). The judgement
includes an assessment of whether the Group has (i) power over the investee; (ii) exposure, or rights, to variable returns from its
involvement with the investee; and (iii) the ability to use its power over the investee to affect the amount of its own returns. The
Group considers among others its voting shares, shareholder agreements, ability to appoint board members, representation on
the board, rights to appoint management, de facto control, and investee dependence on the Group. If the power to control the
investee exists, it consolidates the financial statements of such investee in the Consolidated Financial Statements of the Group.
Upon issuance of new shares in an investee and/or a change in any shareholders or governance agreements, the Group
reassesses its ability to control the investee based on the revised voting interest, revised board composition and revised
subsidiary governance and management structure. When such new circumstances result in the Group losing its power to control
the investee, the investee is deconsolidated.
\u2014 Whether the Group has significant influence over financial and operating policies of investees in order to determine if the Group
should account for its investment as an associate based on IAS 28 Investments in Associates and Joint Ventures (\"IAS 28\") or a
financial instrument based on IFRS 9 (refer to Note 5. Investments Held at Fair Value and Note 6. Investments in Associates). This
judgement includes, among others, an assessment whether the Group has representation on the board of directors of the
investee, whether the Group participates in the policy making processes of the investee, whether there is any interchange of
managerial personnel, whether there is any essential technical information provided to the investee and if there are any
transactions between the Group and the investee.
1.
Material Accounting Policies continued
\u2014 Upon determining that the Group does have significant influence over the financial and operating policies of an investee, if the
Group holds more than a single instrument issued by its equity-accounted investee, judgement is required to determine whether
the additional instrument forms part of the investment in the associate, which is accounted for under IAS 28 and scoped out of
IFRS 9, or it is a separate financial instrument that falls in the scope of IFRS 9. This judgement includes an assessment of the
characteristics of the financial instrument of the investee held by the Group and whether such financial instrument provides
access to returns underlying an ownership interest.
\u2014 When the Group has other investments in an equity accounted investee that are not accounted for under IAS 28, judgement is
required in determining if such investments constitute long-term interests (\"LTI\") for the purposes of IAS 28. This determination is
based on the individual facts and circumstances and characteristics of each investment, but is driven, among other factors, by the
intention and likelihood to settle the instrument through redemption or repayment in the foreseeable future, and whether or not
the investment is likely to be converted to common stock or other equity instruments. After considering the individual facts and
circumstances of the Group\u2019s investment in its associate's preferred stock in the manner described above, including the long-
term nature of such investment, the ability of the Group to convert its preferred stock investment to an investment in common
shares and the likelihood of such conversion, the Group concluded that such investment was considered a long-term interest.
\u2014 In determining the appropriate accounting treatment for the Royalty Purchase Agreement during 2023, management applied
significant judgement (refer to Note 18. Sale of Future Royalties Liability).
As of December 31, 2025, the Group had cash and cash equivalents of $252,470 and short-term investments of $24,829. Considering
the Group\u2019s financial position as of December 31, 2025, and its principal risks and opportunities, the Group prepared a going
concern analysis covering a period of at least the twelve-month period from the date of signing the Consolidated Financial
Statements (\"the going concern period\") utilizing realistic scenarios and applying a severe but plausible downside scenario. Even
under the downside scenario, the analysis demonstrates the Group continues to maintain sufficient liquidity headroom and
continues to comply with all financial obligations. The Board of Directors believe the Group and the Parent is adequately resourced
to continue in operational existence for at least the twelve-month period from the date of signing the Consolidated Financial
Statements. Accordingly, the Board of Directors considered it appropriate to adopt the going concern basis of accounting in
preparing the Consolidated Financial Statements and the PureTech Health plc Financial Statements.
Basis of consolidation
The Consolidated Financial Statements as of December 31, 2025 and 2024, and for each of the years ended December 31, 2025,
2024 and 2023, comprise PureTech Health plc and its consolidated subsidiaries. Intra-group balances and transactions, and any
unrealized income and expenses arising from intra-group transactions, are eliminated.
Subsidiaries
As used in these financial statements, the term subsidiaries refers to entities that are controlled by the Group. Under applicable
accounting rules, the Group controls an entity when it is exposed to, or has the rights to, variable returns from its involvement with
the entity and has the ability to affect those returns through its power over the entity. In assessing control, the Group takes into
consideration potential voting rights, board representation, shareholders' agreements, ability to appoint board of directors and
management, de facto control and other related factors. The financial statements of subsidiaries are included in the Consolidated
Financial Statements from the date that control commences until the date that control ceases. Losses applicable to the non-
controlling interests (\"NCI\") in a subsidiary are allocated to the non-controlling interests even if doing so causes the non-controlling
interests to have a deficit balance.
A list of all current and former subsidiaries organized with respect to classification as of December 31, 2025 , and the Group\u2019s total
voting percentage, based on outstanding voting common and preferred shares as of December 31, 2025, 2024 and 2023, is outlined
below. All current subsidiaries are domiciled within the United States and conduct business activities solely within the United States.
1.
Material Accounting Policies continued
Voting percentage at December 31, through the holdings in
2025
2024
2023
Subsidiary
Common
Preferred
Common
Preferred
Common
Preferred
Subsidiary operating companies
Gallop Oncology, Inc. (Indirectly Held through
PureTech\u00a0LYT)\u00a0 1, 2
100.0
\u2014
100.0
\u2014
N/A
N/A
Entrega, Inc. (indirectly held through Enlight)2
\u2014
77.3
\u2014
77.3
\u2014
77.3
PureTech LYT, Inc. (formerly Ariya Therapeutics, Inc.)2
\u2014
100.0
\u2014
100.0
\u2014
100.0
PureTech LYT 100, Inc. 2
\u2014
100.0
\u2014
100.0
\u2014
100.0
PureTech Management, Inc.3
100.0
\u2014
100.0
\u2014
100.0
\u2014
PureTech Health LLC3
100.0
\u2014
100.0
\u2014
100.0
\u2014
Deconsolidated former subsidiary
operating\u00a0companies
Sonde Health, Inc.2, 4, 6
\u2014
40.2
\u2014
40.2
\u2014
40.2
Akili Interactive Labs, Inc. 2, 5, 6
\u2014
\u2014
\u2014
\u2014
14.6
\u2014
Gelesis, Inc. 2, 8
\u2014
\u2014
\u2014
\u2014
\u2014
\u2014
Seaport Therapeutics, Inc. 1, 2, 4, 6
0.8
42.1
0.8
42.1
N/A
N/A
SPTX, Inc. (held Indirectly through Seaport) 1, 2, 4, 6
0.8
42.1
0.8
42.1
N/A
N/A
Karuna Therapeutics, Inc.2, 5 , 6
\u2014
\u2014
\u2014
\u2014
2.3
\u2014
Vedanta Biosciences, Inc.2, 4, 6
0.2
4.8
\u2014
46.9
\u2014
47.0
Vedanta Biosciences Securities Corp. (indirectly held
through Vedanta)2, 4, 6
0.2
4.8
\u2014
46.9
\u2014
47.0
Vor Biopharma Inc.2, 5, 6
\u2014
\u2014
2.1
\u2014
3.9
\u2014
Non-trading holding companies
Endra Holdings, LLC (held indirectly through Enlight)2
86.0
\u2014
86.0
\u2014
86.0
\u2014
Ensof Holdings, LLC (held indirectly through Enlight)2, 7
\u2014
\u2014
\u2014
\u2014
86.0
\u2014
PureTech Securities Corp.2
100.0
\u2014
100.0
\u2014
100.0
\u2014
PureTech Securities II Corp. 2
100.0
\u2014
100.0
\u2014
100.0
\u2014
Inactive subsidiaries
Alivio Therapeutics, Inc.2
\u2014
100.0
\u2014
100.0
\u2014
100.0
Appeering, Inc.2, 7
\u2014
\u2014
\u2014
\u2014
\u2014
100.0
Commense Inc. 2, 7
\u2014
\u2014
\u2014
\u2014
\u2014
99.1
Enlight Biosciences, LLC2
86.0
\u2014
86.0
\u2014
86.0
\u2014
Ensof Biosystems, Inc. (held indirectly through Enlight)2, 7
\u2014
\u2014
\u2014
\u2014
57.7
28.3
Follica, LLC 2
28.7
56.7
28.7
56.7
28.7
56.7
Knode Inc. (indirectly held through Enlight) 2, 7
\u2014
\u2014
\u2014
\u2014
\u2014
86.0
Libra Biosciences, Inc.2, 7
\u2014
\u2014
\u2014
\u2014
\u2014
100.0
Mandara Sciences, LLC2, 7
\u2014
\u2014
\u2014
\u2014
98.3
\u2014
Tal Medical, LLC. 2, 7
\u2014
\u2014
\u2014
\u2014
\u2014
100.0
1In January 2024, the Group launched two new Founded Entities (Seaport Therapeutics and Gallop Oncology) to advance certain programs from the Wholly-Owned programs segment.
2Registered address is Corporation Trust Center, 1209 Orange St., Wilmington, DE 19801, USA.
3Registered address is 2711 Centerville Rd., Suite 400, Wilmington, DE 19808, USA.
4On October 18, 2024, the Group lost control over Seaport. On March 1, 2023, the Group lost control over Vedanta. On May 25, 2022, the Group lost control over Sonde. Seaport,
Vedanta and Sonde were deconsolidated from the Group\u2019s financial statements, resulting in only the profits and losses generated by these entities through the deconsolidation date
being included in the Group\u2019s Consolidated Statement of Comprehensive Income/(Loss). See Notes 8. Gain/(loss) on Deconsolidation of Subsidiary,\u00a0 5. Investments Held at Fair Value
and\u00a0 6. Investments in Associates for further details about the accounting for the investments in these entities subsequent to deconsolidation.
5The Group's investments in Akili and Karuna were disposed of in 2024. The Group's investments in Vor were disposed of in 2025.
6See Notes 5. Investments Held at Fair Value for additional discussion on the Group's investment held in these entities.
7Inactive subsidiary dissolved in November 2024.
8On October 30, 2023, Gelesis ceased operations and filed a voluntary petition for relief under the United States bankruptcy code.
Change in Subsidiary Ownership and Loss of Control
Changes in the Group\u2019s interest in a subsidiary that do not result in a loss of control are accounted for as equity transactions.
Where the Group loses control of a subsidiary, the assets and liabilities are derecognized along with any related non-controlling
interest. Any interest retained in the former subsidiary is measured at fair value when control is lost. Any resulting gain or loss is
recognized as profit or loss in the Consolidated Statement of Comprehensive Income/(Loss).
1.
Material Accounting Policies continued
Associates
As used in the Consolidated Financial Statements, the term associates are those entities in which the Group has no control but
maintains significant influence over the financial and operating policies. Significant influence is presumed to exist when the Group
holds between 20 and 50 percent of the voting power of an entity, unless it can be clearly demonstrated that this is not the case. The
Group evaluates if it maintains significant influence over associates by assessing if the Group has the power to participate in the
financial and operating policy decisions of the associate.
Application of the Equity Method to Associates
Associates are accounted for using the equity method (equity accounted investees) and are initially recognized at cost, or if
recognized upon deconsolidation, they are initially recorded at fair value at the date of deconsolidation. The Consolidated Financial
Statements include the Group\u2019s share of the total comprehensive income or loss of equity accounted investees, from the date that
significant influence commences until the date that significant influence ceases.
To the extent the Group holds interests in associates that are not providing access to returns underlying ownership interests, the
instrument is accounted for in accordance with IFRS 9 as investments held at fair value.
When the Group\u2019s share of losses exceeds its equity method investment in the investee, losses are applied against long-term
interests, which are investments accounted for under IFRS 9. Investments are determined to be long-term interests when they are
long-term in nature and in substance they form part of the Group's net investment in that associate. This determination is impacted
by many factors, among others, whether settlement by the investee through redemption or repayment is planned or likely in the
foreseeable future, whether the investment can be converted and/or is likely to be converted to common stock or other equity
instrument and other factors regarding the nature of the investment. Whilst this assessment is dependent on many specific facts and
circumstances of each investment, typically conversion features whereby the investment is likely to convert to common stock or other
equity instruments would point to the investment being a long-term interest. Similarly, where the investment is not planned or likely
to be settled through redemption or repayment in the foreseeable future, this would indicate that the investment is a long-term
interest. When the net investment in the associate, which includes the Group\u2019s investments in other long-term interests, is reduced
to nil, recognition of further losses is discontinued except to the extent that the Group has incurred legal or constructive obligations
or made payments on behalf of an investee.
The Group has adopted the amendments to IAS 28 that addresses the dual application of IAS 28 and IFRS 9 when equity method
losses are applied against long-term interests. The amendments provide the annual sequence in which both standards are to be
applied in such a case. The Group has applied the equity method losses to the long-term interests presented as part of Investments
held at fair value subsequent to remeasuring such investments to their fair value at the balance sheet date.
Sale of Future Royalties Liability
The Group accounts for the sale of future royalties liability as a financial liability, as it continues to hold the rights under the royalty
bearing licensing agreement and has a contractual obligation to deliver cash to an investor for a portion of the royalty it receives.
Interest on the sale of future royalties liability is recognized using the effective interest rate over the life of the related royalty stream.
The sale of future royalties liability and the related interest expense are based on the Group\u2019s current estimates of future royalties
expected to be paid over the life of the arrangement. Forecasts are updated periodically as new data is obtained. Any increases,
decreases or a shift in timing of estimated cash flows require the Group to re-calculate the amortized cost of the sale of future
royalties liability as the present value of the estimated future contractual cash flows that are discounted at the liability\u2019s original
effective interest rate. The adjustment is recognized immediately in profit or loss as income or expense.
Financial Instruments
Classification
The Group classifies its financial assets in the following measurement categories:
\u2014 Those to be measured subsequently at fair value either through other comprehensive income \"FVOCI\", or through profit or loss
\"FVTPL\", and
\u2014 Those to be measured at amortized cost.
The classification depends on the Group\u2019s business model for managing the financial assets and the contractual terms of the cash flows.
For assets measured at fair value, gains and losses are recorded in profit or loss.
Measurement
At initial recognition, the Group measures a financial asset at its fair value plus, in the case of a financial asset not at FVTPL,
transaction costs that are directly attributable to the acquisition of the financial asset. Transaction costs of financial assets that are
carried at FVTPL are expensed.
Impairment
The Group assesses on a forward-looking basis the expected credit losses associated with its debt instruments carried at amortized
cost. For trade receivables, the Group applies the simplified approach permitted by IFRS 9, which requires expected lifetime losses
to be recognized from initial recognition of the receivables.
Financial Assets
The Group\u2019s financial assets consist of cash and cash equivalents, investments in debt securities, trade and other receivables,
investments in notes from associates, restricted cash deposits and investments in equity securities. The Group\u2019s financial assets are
virtually all classified into the following categories: investments held at fair value, investments in notes from associates, trade and
other receivables, short-term investments and cash and cash equivalents. The Group determines the classification of financial assets
at initial recognition depending on the purpose for which the financial assets were acquired.
1.
Material Accounting Policies continued
Investments held at fair value are investments in equity instruments. Such investments consist of the Group's minority interest
holdings where the Group has no significant influence or preferred share investments that are not providing access to returns
underlying ownership interests and are categorized as debt instruments that are presented at fair value through profit and loss
because the amounts receivable do not represent solely payments of principal and interest. These financial assets are initially
measured at fair value and subsequently re-measured at fair value at each reporting date. The Group has elected to record the
changes in fair values for the financial assets falling under this category through profit and loss. Please refer to Note 5. Investments
Held at Fair Value.
Changes in the fair value of financial assets at FVTPL are recognized in other income/(expense) in the Consolidated Statement of
Comprehensive Income/(Loss) as applicable.
The investments in notes from associates, since their contractual terms do not consist solely of cash flow payments of principal and
interest on the principal amount outstanding, are initially and subsequently measured at fair value, with changes in fair value
recognized through profit and loss.
Cash and cash equivalents consist of demand deposits with banks and other financial institutions and highly liquid instruments with
original maturities of three months or less at the date of purchase. Cash and cash equivalents are carried at cost, which
approximates their fair value.
Short-term investments consist of short-term US treasury bills that are held to maturity. The contractual terms consist solely of
payment of the principal and interest and the Group's business model is to hold the treasury bills to maturity. As such, such short-
term investments are recorded at amortized cost. As of the balance sheet date, amortized cost approximated the fair value of such
short-term investments.
Trade and other receivables are non-derivative financial assets with fixed and determinable payments that are not quoted on active
markets. These financial assets are carried at the amounts expected to be received less any expected lifetime losses. Such losses are
determined taking into account previous experience, credit rating and economic stability of counterparty and economic conditions.
When a trade receivable is determined to be uncollectible, it is written off against the available provision. As of the balance sheet
date, the Group did not record any such expected lifetime losses related to the outstanding trade and other receivable balances.
Trade and other receivables are included in current assets, unless maturities are greater than 12 months after the end of the
reporting period.
Financial Liabilities
The Group\u2019s financial liabilities primarily consist of trade and other payables, and preferred shares.
The majority of the Group\u2019s subsidiaries have preferred shares and certain notes payable with embedded derivatives, which are
classified as current liabilities. When the Group has preferred shares and notes with embedded derivatives that qualify for
bifurcation, the Group has elected to account for the entire instrument as FVTPL after determining under IFRS 9 that the instrument
qualifies to be accounted for under such FVTPL method.
The Group derecognizes a financial liability when its contractual obligations are discharged, cancelled or expire.
Equity Instruments Issued by the Group
Financial instruments issued by the Group are treated as equity only to the extent that they meet the following two conditions,
in\u00a0accordance with IAS 32:
1 They include no contractual obligations upon the Group to deliver cash or other financial assets or to exchange financial assets
or\u00a0financial liabilities with another party under conditions that are potentially unfavorable to the Group; and
2 Where the instrument will or may be settled in the Group\u2019s own equity instruments, it is either a non-derivative that includes no
obligation to deliver a variable number of the Group\u2019s own equity instruments or is a derivative that will be settled by the Group
exchanging a fixed amount of cash or other financial assets for a fixed number of its own equity instruments.
To the extent that this definition is not met, the financial instrument is classified as a financial liability. Where the instrument so
classified takes the legal form of the Group\u2019s own shares, the amounts presented in the Group's shareholders' equity exclude
amounts in relation to those shares.
Changes in the fair value of liabilities at FVTPL are recognized in net finance income/(costs) in the Consolidated Statement of
Comprehensive Income/(Loss) as applicable.
IFRS 15, Revenue from Contracts with Customers
The standard establishes a five-step principle-based approach for revenue recognition and is based on the concept of recognizing
an amount that reflects the consideration for performance obligations only when they are satisfied, and the control of goods or
services is transferred.
The majority of the Group\u2019s contract revenue is generated from licenses and services, some of which are part of collaboration
arrangements.
Management reviewed contracts where the Group received consideration in order to determine whether or not they should be
accounted for in accordance with IFRS 15. To date, the Group has entered into transactions that generate revenue and meet the
scope of either IFRS 15 or IAS 20 Accounting for Government Grants. Contract revenue is recognized at either a point-in-time or
over time, depending on the nature of the performance obligations.
1.
Material Accounting Policies continued
The Group accounts for agreements that meet the definition of IFRS 15 by applying the following five step model:
\u2014 Identify the contract(s) with a customer \u2013 A contract with a customer exists when (i) the Group enters into an enforceable contract
with a customer that defines each party\u2019s rights regarding the goods or services to be transferred and identifies the payment
terms related to those goods or services, (ii) the contract has commercial substance and, (iii) the Group determines that collection
of substantially all consideration for goods or services that are transferred is probable based on the customer\u2019s intent and ability
to pay the promised consideration.
\u2014 Identify the performance obligations in the contract \u2013 Performance obligations promised in a contract are identified based on the
goods or services that will be transferred to the customer that are both capable of being distinct, whereby the customer can
benefit from the good or service either on its own or together with other resources that are readily available from third parties or
from the Group, and are distinct in the context of the contract, whereby the transfer of the goods or services is separately
identifiable from other promises in the contract.
\u2014 Determine the transaction price \u2013 The transaction price is determined based on the consideration to which the Group will be
entitled in exchange for transferring goods or services to the customer. To the extent the transaction price includes variable
consideration, the Group estimates the amount of variable consideration that should be included in the transaction price utilizing
either the expected value method or the most likely amount method depending on the nature of the variable consideration.
Variable consideration is included in the transaction price if, in the Group\u2019s judgement, it is probable that a significant future
reversal of cumulative revenue under the contract will not occur.
\u2014 Allocate the transaction price to the performance obligations in the contract \u2013 If the contract contains a single performance
obligation, the entire transaction price is allocated to the single performance obligation. Contracts that contain multiple
performance obligations require an allocation of the transaction price to each performance obligation based on a relative
standalone selling price basis.
\u2014 Recognize revenue when (or as) the Group satisfies a performance obligation \u2013 The Group satisfies performance obligations
either over time or at a point in time as discussed in further detail below. Revenue is recognized at the time the related
performance obligation is satisfied by transferring a promised good or service to a customer.
Revenue generated from services agreements (typically where licenses and related services were combined into one performance
obligation) is determined to be recognized over time when it can be determined that the services meet one of the following: (a) the
customer simultaneously receives and consumes the benefits provided by the entity\u2019s performance as the entity performs; (b) the
entity\u2019s performance creates or enhances an asset that the customer controls as the asset is created or enhanced; or (c) the entity\u2019s
performance does not create an asset with an alternative use to the entity and the entity has an enforceable right to payment for
performance completed to date.
It was determined that the Group has contracts that meet criteria (a), since the customer simultaneously receives and consumes the
benefits provided by the Group\u2019s performance as the Group performs. Therefore, revenue is recognized over time using the input
method based on costs incurred to date as compared to total contract costs. The Group believes that in research and development
service type agreements using costs incurred to date represents the most faithful depiction of the entity\u2019s performance towards
complete satisfaction of a performance obligation.
Revenue from licenses that are not part of a combined performance obligation are recognized at a point in time. Such licenses relate
to intellectual property that has significant stand-alone functionality and as such represent a right to use the entity's intellectual
property as it exists at the point in time at which the license is granted.
Royalty revenue received in respect of licensing agreements when the license of intellectual property is the predominant item in the
arrangement is recognized as the related third-party sales in the licensee occur.
Amounts that are receivable or have been received per contractual terms but have not been recognized as revenue since
performance has not yet occurred or has not yet been completed are recorded as deferred revenue. The Group classifies as non-
current deferred revenue amounts received for which performance is expected to occur beyond one year or one operating cycle.
Grant Revenue
The Group recognizes grants from governmental agencies as grant revenue in the Consolidated Statement of Comprehensive
Income/(Loss), gross of the expenditures that were related to obtaining the grant, when there is reasonable assurance that the
Group will comply with the conditions within the grant agreement and there is reasonable assurance that payments under the grants
will be received. The Group evaluates the conditions of each grant as of each reporting date to ensure that the Group has
reasonable assurance of meeting the conditions of each grant arrangement and that it is expected that the grant payment will be
received as a result of meeting the necessary conditions.
The Group submits qualifying expenses for reimbursement after the Group has incurred the research and development expense.
The Group records an unbilled receivable upon incurring such expenses. In cases in which the grant revenue is received prior to the
expenses being incurred or recognized, the amounts received are deferred until the related expense is incurred and/or recognized.
Grant revenue is recognized in the Consolidated Statement of Comprehensive Income/(Loss) at the time in which the Group
recognizes the related reimbursable expense for which the grant is intended to compensate.
Functional and Presentation Currency
The Consolidated Financial Statements are presented in United States dollars (\u201cUS dollars\u201d). The functional currency of all members
of the Group is the U.S. dollar. The Group's share in foreign exchange differences in associates were reported in other
comprehensive income/(loss).
1.
Material Accounting Policies continued
Foreign Currency
Transactions in foreign currencies are translated to the respective functional currencies of Group entities at the foreign exchange rate
ruling at the date of the transaction. Monetary assets and liabilities denominated in foreign currencies at the balance sheet date are
retranslated to the functional currency at the foreign exchange rate ruling at that date. Foreign exchange differences arising on
remeasurement are recognized in the Consolidated Statement of Comprehensive Income/(Loss). Non-monetary assets and liabilities
that are measured in terms of historical cost in a foreign currency are translated using the exchange rate at the date of the transaction.
Share Capital
Ordinary shares are classified as equity. The Group's equity is comprised of share capital, share premium, merger reserve, other
reserve, translation reserve, and retained earnings/accumulated deficit.
Treasury Shares
Treasury shares acquired as a result of repurchasing shares are recognized at cost and are deducted from shareholders' equity.
No\u00a0gain or loss is recognized in profit and loss for the purchase, sale, re-issue or cancellation of the Group's own equity shares.
The\u00a0nominal value related to shares that are repurchased and cancelled are reduced from share capital and transferred to a capital
redemption reserve.
Property and Equipment
Property and equipment is stated at cost less accumulated depreciation and any accumulated impairment losses. Cost includes
expenditures that are directly attributable to the acquisition of the asset. Assets under construction represent leasehold improvements
and machinery and equipment to be used in operations or research and development activities. When parts of an item of property and
equipment have different useful lives, they are accounted for as separate items (major components) of property and equipment.
Depreciation is calculated using the straight-line method over the estimated useful life of the related asset:
Laboratory and manufacturing equipment
2-8 years
Furniture and fixtures
7 years
Computer equipment and software
1-5 years
Leasehold improvements
5-10 years, or the remaining term of the lease, if shorter
Depreciation methods, useful lives and residual values are reviewed at each balance sheet date.
Intangible Assets
Intangible assets, which include purchased patents and licenses with finite useful lives, are carried at historical cost less accumulated
amortization, if amortization has commenced. Intangible assets with finite lives are amortized from the time they are available for
their intended use. Amortization is calculated using the straight-line method to allocate the costs of patents and licenses over their
estimated useful lives.
Research and development intangible assets, which are still under development and have accordingly not yet obtained marketing
approval, are presented as In-Process Research and Development (IPR&D). The cost of IPR&D represents upfront payments as well
as additional contingent payments based on development, regulatory and sales milestones related to certain license agreement
where the Group licenses IP from a third party. These milestones are capitalized as the milestone is triggered. See Note 25.
Commitments and Contingencies. IPR&D is not amortized since it is not yet available for its intended use, but it is evaluated for
potential impairment on an annual basis or more frequently when facts and circumstances warrant.
Impairment of Non-Financial Assets
The Group reviews the carrying amounts of its property and equipment and intangible assets at each reporting date to determine
whether there are indicators of impairment. If any such indicators of impairment exist, then an asset\u2019s recoverable amount is
estimated. The recoverable amount is the higher of an asset\u2019s fair value less cost of disposal and value in use.
The Group\u2019s IPR&D intangible assets are not yet available for their intended use. As such, they are tested for impairment at least annually.
An impairment loss is recognized when an asset\u2019s carrying amount exceeds its recoverable amount. For the purposes of impairment
testing, assets are grouped at the lowest levels for which there are largely independent cash flows. If a non-financial asset instrument
is impaired, an impairment loss is recognized in the Consolidated Statement of Comprehensive Income/(Loss).
Investments in associates are considered impaired if, and only if, objective evidence indicates that one or more events, which
occurred after the initial recognition, have had an impact on the future cash flows from the net investment and that impact can be
reliably estimated. If an impairment exists, the Group measures an impairment by comparing the carrying value of the net
investment in the associate to its recoverable amount and recording any excess as an impairment loss.
Employee Benefits
Short-Term Employee Benefits
Short-term employee benefit obligations are measured on an undiscounted basis and expensed as the related service is provided.
A\u00a0liability is recognized for the amount expected to be paid if the Group has a present legal or constructive obligation due to past
service provided by the employee, and the obligation can be estimated reliably.
Defined Contribution Plans
A defined contribution plan is a post-employment benefit plan under which an entity pays fixed contributions into a separate entity
and has no legal or constructive obligation to pay further amounts. Obligations for contributions to defined contribution plans are
recognized as an employee benefit expense in the periods during which related services are rendered by employees.
1.
Material Accounting Policies continued
Share-based Payments
Share-based payment arrangements, in which the Group receives goods or services as consideration for its own equity instruments, are
accounted for as equity-settled share-based payment transactions (except certain restricted stock units \u2013 see below) in accordance with
IFRS 2. The grant date fair value of employee share-based payment awards is recognized as an expense with a corresponding increase
in equity over the requisite service period related to the awards. The amount recognized as an expense is adjusted to reflect the actual
number of awards for which the related service and non-market performance conditions are expected to be met, such that the amount
ultimately recognized as an expense is based on the number of awards that do meet the related service and non-market performance
conditions at the vesting date. For share-based payment awards with market conditions, the grant date fair value is measured to reflect
such conditions and there is no true-up for differences between expected and actual outcomes.
Certain restricted stock units are treated as liability settled awards as the Group has a historical practice of settling these awards in
cash. Such awards are remeasured at every reporting date until settlement date and are recognized as compensation expense over
the requisite service period. Differences in remeasurement are recognized in profit and loss. The cumulative cost that will ultimately
be recognized in respect of these awards will equal to the amount at settlement.
The fair value of the awards is measured using option pricing models and other appropriate models, which take into account the
terms and conditions of the awards granted.
Development Costs
Expenditures on research activities are recognized as incurred in the Consolidated Statement of Comprehensive Income/(Loss). In
accordance with IAS 38, development costs are capitalized only if the expenditure can be measured reliably, the product or process is
technically and commercially feasible, future economic benefits are probable, the Group can demonstrate its ability to use or sell the
intangible asset, the Group intends to and has sufficient resources to complete development and to use or sell the asset, and it is able to
measure reliably the expenditure attributable to the intangible asset during its development. The point at which technical feasibility is
determined to have been reached is, generally, when regulatory approval has been received where applicable. Management determines
that commercial viability has been reached when a clear market and pricing point have been identified, which may coincide with
achieving meaningful recurring sales. Otherwise, the development expenditure is recognized as incurred in the Consolidated Statement
of Comprehensive Income/(Loss). As of the balance sheet date, the Group has not capitalized any development costs.
Provisions
A provision is recognized in the Consolidated Statement of Financial Position when the Group has a present legal or constructive
obligation due to a past event that can be reliably measured, and it is probable that an outflow of economic benefits will be
required to settle the obligation. Provisions are determined by discounting the expected future cash flows at a pre-tax rate that
reflects risks specific to the liability.
Leases
The Group\u2019s leases are virtually all leases of real estate for use in operations. The Group includes options that are reasonably certain to
be exercised as part of the determination of the lease term. The group determines if an arrangement is a lease at inception of the
contract in accordance with guidance detailed in IFRS 16. Right-of-use (\"ROU\") assets represent the Group\u2019s right to use an underlying
asset for the lease term and lease liabilities represent the Group's obligation to make lease payments arising from the lease. Operating
lease ROU assets and lease liabilities are recognized at commencement date based on the present value of the lease payments over
the lease term. As most of the Group's leases do not provide an implicit rate, the Group used its estimated incremental borrowing rate,
based on information available at commencement date, in\u00a0determining the present value of future payments.
The Group has elected to account for lease payments as an expense on a straight-line basis over the life of the lease for:
\u2014 Leases with a term of 12 months or less and containing no purchase options; and
\u2014 Leases where the underlying asset has a value of less than $5,000.
The right-of-use asset is depreciated on a straight-line basis and the related lease liability gives rise to an interest charge.
Finance Income and Finance Costs
Finance income consists of interest income on funds invested in money market funds and U.S. treasuries. Finance income is
recognized as it is earned. Finance costs consist mainly of loan, notes and lease liability interest expenses, interest expense due to
accretion of and adjustment to sale of future royalties liability as well as the changes in the fair value of financial liabilities carried at
FVTPL (such changes can consist of finance income when the fair value of such financial liabilities decrease).
Taxation
Tax on the profit or loss for the year comprises current and deferred income tax. In accordance with IAS 12, tax is recognized in the
Consolidated Statement of Comprehensive Income/(Loss) except to the extent that it relates to items recognized directly in equity.
Current income tax is the expected tax payable or receivable on the taxable income or loss for the year, using tax rates enacted or
substantially enacted at the reporting date, and any adjustment to tax payable in respect of previous years.
Deferred tax is recognized due to temporary differences between the carrying amounts of assets and liabilities for financial reporting
purposes and the amounts used for taxation purposes. Deferred tax assets are recognized for unused tax losses, unused tax credits
and deductible temporary differences to the extent that it is probable that future taxable profits will be available against which they
can be used. Deferred tax assets with respect to investments in associates are recognized only to the extent that it is probable the
temporary difference will reverse in the foreseeable future and taxable profit will be available against which the temporary difference
can be utilized. Deferred tax assets are reviewed at each reporting date and are reduced to the extent that it is no longer probable
that the related tax benefit will be realized.
1.
Material Accounting Policies continued
Deferred tax is measured at the tax rates that are expected to be applied to temporary differences when they reverse, using tax
rates enacted or substantively enacted at the reporting date.
Deferred income tax assets and liabilities are offset when there is a legally enforceable right to offset current tax assets against current
tax liabilities and when the deferred income tax assets and liabilities relate to income taxes levied by the same taxation authority on
either the same taxable entity or different taxable entities where there is an intention to settle the balances on a net basis.
Fair Value Measurements
The Group\u2019s accounting policies require that certain financial assets and certain financial liabilities be measured at their fair value.
The Group uses valuation techniques that are appropriate in the circumstances and for which sufficient data are available to measure
fair value, maximizing the use of relevant observable inputs and minimizing the use of unobservable inputs. Fair values are
categorized into different levels in a fair value hierarchy based on the inputs used in the valuation techniques as follows:
\u2014 Level 1: quoted prices (unadjusted) in active markets for identical assets or liabilities.
\u2014 Level 2: inputs other than quoted prices included in Level 1 that are observable for the asset or liability, either directly
(i.e.\u00a0as\u00a0prices) or indirectly (i.e. derived from prices).
\u2014 Level 3: inputs for the asset or liability that are not based on observable market data (unobservable inputs).
The Group recognizes transfers between levels of the fair value hierarchy at the end of the reporting period during which the change
has occurred.
The carrying amount of cash and cash equivalents, accounts receivable, restricted cash, deposits, accounts payable, accrued
expenses and other current liabilities in the Group\u2019s Consolidated Statement of Financial Position approximates their fair value
because of the short maturities of these instruments.
Operating Segments
Operating segments are reported in a manner that is consistent with the internal reporting provided to the chief operating decision
maker (\u201cCODM\u201d). The CODM reviews discrete financial information for the operating segments in order to assess their performance
and is responsible for making decisions about resources allocated to the segments. The CODM has been identified as the Group\u2019s
Board of Directors.
", "dimensions": { "concept": "ifrs-full:DisclosureOfChangesInAccountingPoliciesAccountingEstimatesAndErrorsExplanatory", "language": "en", "entity": "scheme:213800LVPDNO2Z9T9I39", "period": "2025-01-01T00:00:00/2026-01-01T00:00:00" } }, "f-496": { "value": "
1.
Material Accounting Policies
Description of Business
PureTech Health plc (the \u201cParent\u201d) is a public company incorporated, domiciled and registered in the United Kingdom (\u201cUK\u201d). The
registered number is 09582467 and the registered address is 13th Floor, One Angel Court, London, EC2R 7HJ, United Kingdom.
The Parent and its subsidiaries are together referred to as the \u201cGroup\u201d. The Parent company financial statements present financial
information about the Parent as a separate entity and not about its Group.
The accounting policies set out below have, unless otherwise stated, been applied consistently to all periods presented in these
group financial statements.
Basis of Presentation
The consolidated financial statements of the Group (the \"Consolidated Financial Statements\") are presented as of December 31,
2025 and 2024, and for the years ended December 31, 2025, 2024 and 2023. The Consolidated Financial Statements have been
approved by the Directors on April\u00a029, 2026, and are prepared in accordance with UK-adopted International Financial Reporting
Standards. The Consolidated Financial Statements also comply fully with IFRS Accounting Standards as issued by the IASB. UK-
adopted IFRS Accounting Standards differ in certain respects from IFRS Accounting Standards as issued by the IASB. However, the
differences have no impact for the periods presented.
For presentation of the Consolidated Statement of Comprehensive Income/(Loss), the Group uses a classification based on the
function of expenses, rather than based on their nature, as it is more representative of the format used for internal reporting and
management purposes and is consistent with international practice.
Certain amounts in the Consolidated Financial Statements and accompanying notes may not add due to rounding. All percentages
have been calculated using unrounded amounts.
Basis of Measurement
The Consolidated Financial Statements are prepared on the historical cost basis except that the following assets and liabilities are
stated at their fair value: investments held at fair value, investments in notes from associates and preferred share liabilities.
Use of Judgments and Estimates
In preparing the Consolidated Financial Statements, management has made judgments, estimates and assumptions that affect the
application of the Group\u2019s accounting policies and the reported amounts of assets, liabilities, income and expenses. Actual results
may differ from these estimates. Estimates and underlying assumptions are reviewed on an on-going basis.
Significant estimation is applied in determining the following:
\u2014 Financial instruments (see Note 19. Financial Instruments ): In accordance with IFRS 9, Financial Instruments (\"IFRS 9\"), the Group
carries certain financial assets and financial liabilities at fair value, with changes in fair value through profit and loss (\"FVTPL\").
Valuation of the aforementioned financial instruments includes determining the appropriate valuation methodology and making
certain estimates such as the equity value of an entity and the probability of entering into an initial public offering.
Significant judgement is also applied in determining the following:
\u2014 Whether financial instruments should be classified as liability or equity (see Note 17. Subsidiary Preferred Shares ). The judgement
includes an assessment of whether the financial instruments include contractual obligations of the Group to deliver cash or other
financial assets or to exchange financial assets or financial liabilities with another party, and whether those obligations could be
settled by the Group exchanging a fixed amount of cash or other financial assets for a fixed number of its own equity instruments.
Further information about these critical judgments and estimates is included below under Financial Instruments.
\u2014 Whether the power to control investees exists (see Note 5. Investments Held at Fair Value, Note 6. Investments in Associates and
Note 8. Gain/(loss) on Deconsolidation of Subsidiary and accounting policy with regard to Subsidiaries below). The judgement
includes an assessment of whether the Group has (i) power over the investee; (ii) exposure, or rights, to variable returns from its
involvement with the investee; and (iii) the ability to use its power over the investee to affect the amount of its own returns. The
Group considers among others its voting shares, shareholder agreements, ability to appoint board members, representation on
the board, rights to appoint management, de facto control, and investee dependence on the Group. If the power to control the
investee exists, it consolidates the financial statements of such investee in the Consolidated Financial Statements of the Group.
Upon issuance of new shares in an investee and/or a change in any shareholders or governance agreements, the Group
reassesses its ability to control the investee based on the revised voting interest, revised board composition and revised
subsidiary governance and management structure. When such new circumstances result in the Group losing its power to control
the investee, the investee is deconsolidated.
\u2014 Whether the Group has significant influence over financial and operating policies of investees in order to determine if the Group
should account for its investment as an associate based on IAS 28 Investments in Associates and Joint Ventures (\"IAS 28\") or a
financial instrument based on IFRS 9 (refer to Note 5. Investments Held at Fair Value and Note 6. Investments in Associates). This
judgement includes, among others, an assessment whether the Group has representation on the board of directors of the
investee, whether the Group participates in the policy making processes of the investee, whether there is any interchange of
managerial personnel, whether there is any essential technical information provided to the investee and if there are any
transactions between the Group and the investee.
1.
Material Accounting Policies continued
\u2014 Upon determining that the Group does have significant influence over the financial and operating policies of an investee, if the
Group holds more than a single instrument issued by its equity-accounted investee, judgement is required to determine whether
the additional instrument forms part of the investment in the associate, which is accounted for under IAS 28 and scoped out of
IFRS 9, or it is a separate financial instrument that falls in the scope of IFRS 9. This judgement includes an assessment of the
characteristics of the financial instrument of the investee held by the Group and whether such financial instrument provides
access to returns underlying an ownership interest.
\u2014 When the Group has other investments in an equity accounted investee that are not accounted for under IAS 28, judgement is
required in determining if such investments constitute long-term interests (\"LTI\") for the purposes of IAS 28. This determination is
based on the individual facts and circumstances and characteristics of each investment, but is driven, among other factors, by the
intention and likelihood to settle the instrument through redemption or repayment in the foreseeable future, and whether or not
the investment is likely to be converted to common stock or other equity instruments. After considering the individual facts and
circumstances of the Group\u2019s investment in its associate's preferred stock in the manner described above, including the long-
term nature of such investment, the ability of the Group to convert its preferred stock investment to an investment in common
shares and the likelihood of such conversion, the Group concluded that such investment was considered a long-term interest.
\u2014 In determining the appropriate accounting treatment for the Royalty Purchase Agreement during 2023, management applied
significant judgement (refer to Note 18. Sale of Future Royalties Liability).
As of December 31, 2025, the Group had cash and cash equivalents of $252,470 and short-term investments of $24,829. Considering
the Group\u2019s financial position as of December 31, 2025, and its principal risks and opportunities, the Group prepared a going
concern analysis covering a period of at least the twelve-month period from the date of signing the Consolidated Financial
Statements (\"the going concern period\") utilizing realistic scenarios and applying a severe but plausible downside scenario. Even
under the downside scenario, the analysis demonstrates the Group continues to maintain sufficient liquidity headroom and
continues to comply with all financial obligations. The Board of Directors believe the Group and the Parent is adequately resourced
to continue in operational existence for at least the twelve-month period from the date of signing the Consolidated Financial
Statements. Accordingly, the Board of Directors considered it appropriate to adopt the going concern basis of accounting in
preparing the Consolidated Financial Statements and the PureTech Health plc Financial Statements.
Basis of consolidation
The Consolidated Financial Statements as of December 31, 2025 and 2024, and for each of the years ended December 31, 2025,
2024 and 2023, comprise PureTech Health plc and its consolidated subsidiaries. Intra-group balances and transactions, and any
unrealized income and expenses arising from intra-group transactions, are eliminated.
Subsidiaries
As used in these financial statements, the term subsidiaries refers to entities that are controlled by the Group. Under applicable
accounting rules, the Group controls an entity when it is exposed to, or has the rights to, variable returns from its involvement with
the entity and has the ability to affect those returns through its power over the entity. In assessing control, the Group takes into
consideration potential voting rights, board representation, shareholders' agreements, ability to appoint board of directors and
management, de facto control and other related factors. The financial statements of subsidiaries are included in the Consolidated
Financial Statements from the date that control commences until the date that control ceases. Losses applicable to the non-
controlling interests (\"NCI\") in a subsidiary are allocated to the non-controlling interests even if doing so causes the non-controlling
interests to have a deficit balance.
A list of all current and former subsidiaries organized with respect to classification as of December 31, 2025 , and the Group\u2019s total
voting percentage, based on outstanding voting common and preferred shares as of December 31, 2025, 2024 and 2023, is outlined
below. All current subsidiaries are domiciled within the United States and conduct business activities solely within the United States.
1.
Material Accounting Policies continued
Voting percentage at December 31, through the holdings in
2025
2024
2023
Subsidiary
Common
Preferred
Common
Preferred
Common
Preferred
Subsidiary operating companies
Gallop Oncology, Inc. (Indirectly Held through
PureTech\u00a0LYT)\u00a0 1, 2
100.0
\u2014
100.0
\u2014
N/A
N/A
Entrega, Inc. (indirectly held through Enlight)2
\u2014
77.3
\u2014
77.3
\u2014
77.3
PureTech LYT, Inc. (formerly Ariya Therapeutics, Inc.)2
\u2014
100.0
\u2014
100.0
\u2014
100.0
PureTech LYT 100, Inc. 2
\u2014
100.0
\u2014
100.0
\u2014
100.0
PureTech Management, Inc.3
100.0
\u2014
100.0
\u2014
100.0
\u2014
PureTech Health LLC3
100.0
\u2014
100.0
\u2014
100.0
\u2014
Deconsolidated former subsidiary
operating\u00a0companies
Sonde Health, Inc.2, 4, 6
\u2014
40.2
\u2014
40.2
\u2014
40.2
Akili Interactive Labs, Inc. 2, 5, 6
\u2014
\u2014
\u2014
\u2014
14.6
\u2014
Gelesis, Inc. 2, 8
\u2014
\u2014
\u2014
\u2014
\u2014
\u2014
Seaport Therapeutics, Inc. 1, 2, 4, 6
0.8
42.1
0.8
42.1
N/A
N/A
SPTX, Inc. (held Indirectly through Seaport) 1, 2, 4, 6
0.8
42.1
0.8
42.1
N/A
N/A
Karuna Therapeutics, Inc.2, 5 , 6
\u2014
\u2014
\u2014
\u2014
2.3
\u2014
Vedanta Biosciences, Inc.2, 4, 6
0.2
4.8
\u2014
46.9
\u2014
47.0
Vedanta Biosciences Securities Corp. (indirectly held
through Vedanta)2, 4, 6
0.2
4.8
\u2014
46.9
\u2014
47.0
Vor Biopharma Inc.2, 5, 6
\u2014
\u2014
2.1
\u2014
3.9
\u2014
Non-trading holding companies
Endra Holdings, LLC (held indirectly through Enlight)2
86.0
\u2014
86.0
\u2014
86.0
\u2014
Ensof Holdings, LLC (held indirectly through Enlight)2, 7
\u2014
\u2014
\u2014
\u2014
86.0
\u2014
PureTech Securities Corp.2
100.0
\u2014
100.0
\u2014
100.0
\u2014
PureTech Securities II Corp. 2
100.0
\u2014
100.0
\u2014
100.0
\u2014
Inactive subsidiaries
Alivio Therapeutics, Inc.2
\u2014
100.0
\u2014
100.0
\u2014
100.0
Appeering, Inc.2, 7
\u2014
\u2014
\u2014
\u2014
\u2014
100.0
Commense Inc. 2, 7
\u2014
\u2014
\u2014
\u2014
\u2014
99.1
Enlight Biosciences, LLC2
86.0
\u2014
86.0
\u2014
86.0
\u2014
Ensof Biosystems, Inc. (held indirectly through Enlight)2, 7
\u2014
\u2014
\u2014
\u2014
57.7
28.3
Follica, LLC 2
28.7
56.7
28.7
56.7
28.7
56.7
Knode Inc. (indirectly held through Enlight) 2, 7
\u2014
\u2014
\u2014
\u2014
\u2014
86.0
Libra Biosciences, Inc.2, 7
\u2014
\u2014
\u2014
\u2014
\u2014
100.0
Mandara Sciences, LLC2, 7
\u2014
\u2014
\u2014
\u2014
98.3
\u2014
Tal Medical, LLC. 2, 7
\u2014
\u2014
\u2014
\u2014
\u2014
100.0
1In January 2024, the Group launched two new Founded Entities (Seaport Therapeutics and Gallop Oncology) to advance certain programs from the Wholly-Owned programs segment.
2Registered address is Corporation Trust Center, 1209 Orange St., Wilmington, DE 19801, USA.
3Registered address is 2711 Centerville Rd., Suite 400, Wilmington, DE 19808, USA.
4On October 18, 2024, the Group lost control over Seaport. On March 1, 2023, the Group lost control over Vedanta. On May 25, 2022, the Group lost control over Sonde. Seaport,
Vedanta and Sonde were deconsolidated from the Group\u2019s financial statements, resulting in only the profits and losses generated by these entities through the deconsolidation date
being included in the Group\u2019s Consolidated Statement of Comprehensive Income/(Loss). See Notes 8. Gain/(loss) on Deconsolidation of Subsidiary,\u00a0 5. Investments Held at Fair Value
and\u00a0 6. Investments in Associates for further details about the accounting for the investments in these entities subsequent to deconsolidation.
5The Group's investments in Akili and Karuna were disposed of in 2024. The Group's investments in Vor were disposed of in 2025.
6See Notes 5. Investments Held at Fair Value for additional discussion on the Group's investment held in these entities.
7Inactive subsidiary dissolved in November 2024.
8On October 30, 2023, Gelesis ceased operations and filed a voluntary petition for relief under the United States bankruptcy code.
Change in Subsidiary Ownership and Loss of Control
Changes in the Group\u2019s interest in a subsidiary that do not result in a loss of control are accounted for as equity transactions.
Where the Group loses control of a subsidiary, the assets and liabilities are derecognized along with any related non-controlling
interest. Any interest retained in the former subsidiary is measured at fair value when control is lost. Any resulting gain or loss is
recognized as profit or loss in the Consolidated Statement of Comprehensive Income/(Loss).
1.
Material Accounting Policies continued
Associates
As used in the Consolidated Financial Statements, the term associates are those entities in which the Group has no control but
maintains significant influence over the financial and operating policies. Significant influence is presumed to exist when the Group
holds between 20 and 50 percent of the voting power of an entity, unless it can be clearly demonstrated that this is not the case. The
Group evaluates if it maintains significant influence over associates by assessing if the Group has the power to participate in the
financial and operating policy decisions of the associate.
Application of the Equity Method to Associates
Associates are accounted for using the equity method (equity accounted investees) and are initially recognized at cost, or if
recognized upon deconsolidation, they are initially recorded at fair value at the date of deconsolidation. The Consolidated Financial
Statements include the Group\u2019s share of the total comprehensive income or loss of equity accounted investees, from the date that
significant influence commences until the date that significant influence ceases.
To the extent the Group holds interests in associates that are not providing access to returns underlying ownership interests, the
instrument is accounted for in accordance with IFRS 9 as investments held at fair value.
When the Group\u2019s share of losses exceeds its equity method investment in the investee, losses are applied against long-term
interests, which are investments accounted for under IFRS 9. Investments are determined to be long-term interests when they are
long-term in nature and in substance they form part of the Group's net investment in that associate. This determination is impacted
by many factors, among others, whether settlement by the investee through redemption or repayment is planned or likely in the
foreseeable future, whether the investment can be converted and/or is likely to be converted to common stock or other equity
instrument and other factors regarding the nature of the investment. Whilst this assessment is dependent on many specific facts and
circumstances of each investment, typically conversion features whereby the investment is likely to convert to common stock or other
equity instruments would point to the investment being a long-term interest. Similarly, where the investment is not planned or likely
to be settled through redemption or repayment in the foreseeable future, this would indicate that the investment is a long-term
interest. When the net investment in the associate, which includes the Group\u2019s investments in other long-term interests, is reduced
to nil, recognition of further losses is discontinued except to the extent that the Group has incurred legal or constructive obligations
or made payments on behalf of an investee.
The Group has adopted the amendments to IAS 28 that addresses the dual application of IAS 28 and IFRS 9 when equity method
losses are applied against long-term interests. The amendments provide the annual sequence in which both standards are to be
applied in such a case. The Group has applied the equity method losses to the long-term interests presented as part of Investments
held at fair value subsequent to remeasuring such investments to their fair value at the balance sheet date.
Sale of Future Royalties Liability
The Group accounts for the sale of future royalties liability as a financial liability, as it continues to hold the rights under the royalty
bearing licensing agreement and has a contractual obligation to deliver cash to an investor for a portion of the royalty it receives.
Interest on the sale of future royalties liability is recognized using the effective interest rate over the life of the related royalty stream.
The sale of future royalties liability and the related interest expense are based on the Group\u2019s current estimates of future royalties
expected to be paid over the life of the arrangement. Forecasts are updated periodically as new data is obtained. Any increases,
decreases or a shift in timing of estimated cash flows require the Group to re-calculate the amortized cost of the sale of future
royalties liability as the present value of the estimated future contractual cash flows that are discounted at the liability\u2019s original
effective interest rate. The adjustment is recognized immediately in profit or loss as income or expense.
Financial Instruments
Classification
The Group classifies its financial assets in the following measurement categories:
\u2014 Those to be measured subsequently at fair value either through other comprehensive income \"FVOCI\", or through profit or loss
\"FVTPL\", and
\u2014 Those to be measured at amortized cost.
The classification depends on the Group\u2019s business model for managing the financial assets and the contractual terms of the cash flows.
For assets measured at fair value, gains and losses are recorded in profit or loss.
Measurement
At initial recognition, the Group measures a financial asset at its fair value plus, in the case of a financial asset not at FVTPL,
transaction costs that are directly attributable to the acquisition of the financial asset. Transaction costs of financial assets that are
carried at FVTPL are expensed.
Impairment
The Group assesses on a forward-looking basis the expected credit losses associated with its debt instruments carried at amortized
cost. For trade receivables, the Group applies the simplified approach permitted by IFRS 9, which requires expected lifetime losses
to be recognized from initial recognition of the receivables.
Financial Assets
The Group\u2019s financial assets consist of cash and cash equivalents, investments in debt securities, trade and other receivables,
investments in notes from associates, restricted cash deposits and investments in equity securities. The Group\u2019s financial assets are
virtually all classified into the following categories: investments held at fair value, investments in notes from associates, trade and
other receivables, short-term investments and cash and cash equivalents. The Group determines the classification of financial assets
at initial recognition depending on the purpose for which the financial assets were acquired.
1.
Material Accounting Policies continued
Investments held at fair value are investments in equity instruments. Such investments consist of the Group's minority interest
holdings where the Group has no significant influence or preferred share investments that are not providing access to returns
underlying ownership interests and are categorized as debt instruments that are presented at fair value through profit and loss
because the amounts receivable do not represent solely payments of principal and interest. These financial assets are initially
measured at fair value and subsequently re-measured at fair value at each reporting date. The Group has elected to record the
changes in fair values for the financial assets falling under this category through profit and loss. Please refer to Note 5. Investments
Held at Fair Value.
Changes in the fair value of financial assets at FVTPL are recognized in other income/(expense) in the Consolidated Statement of
Comprehensive Income/(Loss) as applicable.
The investments in notes from associates, since their contractual terms do not consist solely of cash flow payments of principal and
interest on the principal amount outstanding, are initially and subsequently measured at fair value, with changes in fair value
recognized through profit and loss.
Cash and cash equivalents consist of demand deposits with banks and other financial institutions and highly liquid instruments with
original maturities of three months or less at the date of purchase. Cash and cash equivalents are carried at cost, which
approximates their fair value.
Short-term investments consist of short-term US treasury bills that are held to maturity. The contractual terms consist solely of
payment of the principal and interest and the Group's business model is to hold the treasury bills to maturity. As such, such short-
term investments are recorded at amortized cost. As of the balance sheet date, amortized cost approximated the fair value of such
short-term investments.
Trade and other receivables are non-derivative financial assets with fixed and determinable payments that are not quoted on active
markets. These financial assets are carried at the amounts expected to be received less any expected lifetime losses. Such losses are
determined taking into account previous experience, credit rating and economic stability of counterparty and economic conditions.
When a trade receivable is determined to be uncollectible, it is written off against the available provision. As of the balance sheet
date, the Group did not record any such expected lifetime losses related to the outstanding trade and other receivable balances.
Trade and other receivables are included in current assets, unless maturities are greater than 12 months after the end of the
reporting period.
Financial Liabilities
The Group\u2019s financial liabilities primarily consist of trade and other payables, and preferred shares.
The majority of the Group\u2019s subsidiaries have preferred shares and certain notes payable with embedded derivatives, which are
classified as current liabilities. When the Group has preferred shares and notes with embedded derivatives that qualify for
bifurcation, the Group has elected to account for the entire instrument as FVTPL after determining under IFRS 9 that the instrument
qualifies to be accounted for under such FVTPL method.
The Group derecognizes a financial liability when its contractual obligations are discharged, cancelled or expire.
Equity Instruments Issued by the Group
Financial instruments issued by the Group are treated as equity only to the extent that they meet the following two conditions,
in\u00a0accordance with IAS 32:
1 They include no contractual obligations upon the Group to deliver cash or other financial assets or to exchange financial assets
or\u00a0financial liabilities with another party under conditions that are potentially unfavorable to the Group; and
2 Where the instrument will or may be settled in the Group\u2019s own equity instruments, it is either a non-derivative that includes no
obligation to deliver a variable number of the Group\u2019s own equity instruments or is a derivative that will be settled by the Group
exchanging a fixed amount of cash or other financial assets for a fixed number of its own equity instruments.
To the extent that this definition is not met, the financial instrument is classified as a financial liability. Where the instrument so
classified takes the legal form of the Group\u2019s own shares, the amounts presented in the Group's shareholders' equity exclude
amounts in relation to those shares.
Changes in the fair value of liabilities at FVTPL are recognized in net finance income/(costs) in the Consolidated Statement of
Comprehensive Income/(Loss) as applicable.
IFRS 15, Revenue from Contracts with Customers
The standard establishes a five-step principle-based approach for revenue recognition and is based on the concept of recognizing
an amount that reflects the consideration for performance obligations only when they are satisfied, and the control of goods or
services is transferred.
The majority of the Group\u2019s contract revenue is generated from licenses and services, some of which are part of collaboration
arrangements.
Management reviewed contracts where the Group received consideration in order to determine whether or not they should be
accounted for in accordance with IFRS 15. To date, the Group has entered into transactions that generate revenue and meet the
scope of either IFRS 15 or IAS 20 Accounting for Government Grants. Contract revenue is recognized at either a point-in-time or
over time, depending on the nature of the performance obligations.
1.
Material Accounting Policies continued
The Group accounts for agreements that meet the definition of IFRS 15 by applying the following five step model:
\u2014 Identify the contract(s) with a customer \u2013 A contract with a customer exists when (i) the Group enters into an enforceable contract
with a customer that defines each party\u2019s rights regarding the goods or services to be transferred and identifies the payment
terms related to those goods or services, (ii) the contract has commercial substance and, (iii) the Group determines that collection
of substantially all consideration for goods or services that are transferred is probable based on the customer\u2019s intent and ability
to pay the promised consideration.
\u2014 Identify the performance obligations in the contract \u2013 Performance obligations promised in a contract are identified based on the
goods or services that will be transferred to the customer that are both capable of being distinct, whereby the customer can
benefit from the good or service either on its own or together with other resources that are readily available from third parties or
from the Group, and are distinct in the context of the contract, whereby the transfer of the goods or services is separately
identifiable from other promises in the contract.
\u2014 Determine the transaction price \u2013 The transaction price is determined based on the consideration to which the Group will be
entitled in exchange for transferring goods or services to the customer. To the extent the transaction price includes variable
consideration, the Group estimates the amount of variable consideration that should be included in the transaction price utilizing
either the expected value method or the most likely amount method depending on the nature of the variable consideration.
Variable consideration is included in the transaction price if, in the Group\u2019s judgement, it is probable that a significant future
reversal of cumulative revenue under the contract will not occur.
\u2014 Allocate the transaction price to the performance obligations in the contract \u2013 If the contract contains a single performance
obligation, the entire transaction price is allocated to the single performance obligation. Contracts that contain multiple
performance obligations require an allocation of the transaction price to each performance obligation based on a relative
standalone selling price basis.
\u2014 Recognize revenue when (or as) the Group satisfies a performance obligation \u2013 The Group satisfies performance obligations
either over time or at a point in time as discussed in further detail below. Revenue is recognized at the time the related
performance obligation is satisfied by transferring a promised good or service to a customer.
Revenue generated from services agreements (typically where licenses and related services were combined into one performance
obligation) is determined to be recognized over time when it can be determined that the services meet one of the following: (a) the
customer simultaneously receives and consumes the benefits provided by the entity\u2019s performance as the entity performs; (b) the
entity\u2019s performance creates or enhances an asset that the customer controls as the asset is created or enhanced; or (c) the entity\u2019s
performance does not create an asset with an alternative use to the entity and the entity has an enforceable right to payment for
performance completed to date.
It was determined that the Group has contracts that meet criteria (a), since the customer simultaneously receives and consumes the
benefits provided by the Group\u2019s performance as the Group performs. Therefore, revenue is recognized over time using the input
method based on costs incurred to date as compared to total contract costs. The Group believes that in research and development
service type agreements using costs incurred to date represents the most faithful depiction of the entity\u2019s performance towards
complete satisfaction of a performance obligation.
Revenue from licenses that are not part of a combined performance obligation are recognized at a point in time. Such licenses relate
to intellectual property that has significant stand-alone functionality and as such represent a right to use the entity's intellectual
property as it exists at the point in time at which the license is granted.
Royalty revenue received in respect of licensing agreements when the license of intellectual property is the predominant item in the
arrangement is recognized as the related third-party sales in the licensee occur.
Amounts that are receivable or have been received per contractual terms but have not been recognized as revenue since
performance has not yet occurred or has not yet been completed are recorded as deferred revenue. The Group classifies as non-
current deferred revenue amounts received for which performance is expected to occur beyond one year or one operating cycle.
Grant Revenue
The Group recognizes grants from governmental agencies as grant revenue in the Consolidated Statement of Comprehensive
Income/(Loss), gross of the expenditures that were related to obtaining the grant, when there is reasonable assurance that the
Group will comply with the conditions within the grant agreement and there is reasonable assurance that payments under the grants
will be received. The Group evaluates the conditions of each grant as of each reporting date to ensure that the Group has
reasonable assurance of meeting the conditions of each grant arrangement and that it is expected that the grant payment will be
received as a result of meeting the necessary conditions.
The Group submits qualifying expenses for reimbursement after the Group has incurred the research and development expense.
The Group records an unbilled receivable upon incurring such expenses. In cases in which the grant revenue is received prior to the
expenses being incurred or recognized, the amounts received are deferred until the related expense is incurred and/or recognized.
Grant revenue is recognized in the Consolidated Statement of Comprehensive Income/(Loss) at the time in which the Group
recognizes the related reimbursable expense for which the grant is intended to compensate.
Functional and Presentation Currency
The Consolidated Financial Statements are presented in United States dollars (\u201cUS dollars\u201d). The functional currency of all members
of the Group is the U.S. dollar. The Group's share in foreign exchange differences in associates were reported in other
comprehensive income/(loss).
1.
Material Accounting Policies continued
Foreign Currency
Transactions in foreign currencies are translated to the respective functional currencies of Group entities at the foreign exchange rate
ruling at the date of the transaction. Monetary assets and liabilities denominated in foreign currencies at the balance sheet date are
retranslated to the functional currency at the foreign exchange rate ruling at that date. Foreign exchange differences arising on
remeasurement are recognized in the Consolidated Statement of Comprehensive Income/(Loss). Non-monetary assets and liabilities
that are measured in terms of historical cost in a foreign currency are translated using the exchange rate at the date of the transaction.
Share Capital
Ordinary shares are classified as equity. The Group's equity is comprised of share capital, share premium, merger reserve, other
reserve, translation reserve, and retained earnings/accumulated deficit.
Treasury Shares
Treasury shares acquired as a result of repurchasing shares are recognized at cost and are deducted from shareholders' equity.
No\u00a0gain or loss is recognized in profit and loss for the purchase, sale, re-issue or cancellation of the Group's own equity shares.
The\u00a0nominal value related to shares that are repurchased and cancelled are reduced from share capital and transferred to a capital
redemption reserve.
Property and Equipment
Property and equipment is stated at cost less accumulated depreciation and any accumulated impairment losses. Cost includes
expenditures that are directly attributable to the acquisition of the asset. Assets under construction represent leasehold improvements
and machinery and equipment to be used in operations or research and development activities. When parts of an item of property and
equipment have different useful lives, they are accounted for as separate items (major components) of property and equipment.
Depreciation is calculated using the straight-line method over the estimated useful life of the related asset:
Laboratory and manufacturing equipment
2-8 years
Furniture and fixtures
7 years
Computer equipment and software
1-5 years
Leasehold improvements
5-10 years, or the remaining term of the lease, if shorter
Depreciation methods, useful lives and residual values are reviewed at each balance sheet date.
Intangible Assets
Intangible assets, which include purchased patents and licenses with finite useful lives, are carried at historical cost less accumulated
amortization, if amortization has commenced. Intangible assets with finite lives are amortized from the time they are available for
their intended use. Amortization is calculated using the straight-line method to allocate the costs of patents and licenses over their
estimated useful lives.
Research and development intangible assets, which are still under development and have accordingly not yet obtained marketing
approval, are presented as In-Process Research and Development (IPR&D). The cost of IPR&D represents upfront payments as well
as additional contingent payments based on development, regulatory and sales milestones related to certain license agreement
where the Group licenses IP from a third party. These milestones are capitalized as the milestone is triggered. See Note 25.
Commitments and Contingencies. IPR&D is not amortized since it is not yet available for its intended use, but it is evaluated for
potential impairment on an annual basis or more frequently when facts and circumstances warrant.
Impairment of Non-Financial Assets
The Group reviews the carrying amounts of its property and equipment and intangible assets at each reporting date to determine
whether there are indicators of impairment. If any such indicators of impairment exist, then an asset\u2019s recoverable amount is
estimated. The recoverable amount is the higher of an asset\u2019s fair value less cost of disposal and value in use.
The Group\u2019s IPR&D intangible assets are not yet available for their intended use. As such, they are tested for impairment at least annually.
An impairment loss is recognized when an asset\u2019s carrying amount exceeds its recoverable amount. For the purposes of impairment
testing, assets are grouped at the lowest levels for which there are largely independent cash flows. If a non-financial asset instrument
is impaired, an impairment loss is recognized in the Consolidated Statement of Comprehensive Income/(Loss).
Investments in associates are considered impaired if, and only if, objective evidence indicates that one or more events, which
occurred after the initial recognition, have had an impact on the future cash flows from the net investment and that impact can be
reliably estimated. If an impairment exists, the Group measures an impairment by comparing the carrying value of the net
investment in the associate to its recoverable amount and recording any excess as an impairment loss.
Employee Benefits
Short-Term Employee Benefits
Short-term employee benefit obligations are measured on an undiscounted basis and expensed as the related service is provided.
A\u00a0liability is recognized for the amount expected to be paid if the Group has a present legal or constructive obligation due to past
service provided by the employee, and the obligation can be estimated reliably.
Defined Contribution Plans
A defined contribution plan is a post-employment benefit plan under which an entity pays fixed contributions into a separate entity
and has no legal or constructive obligation to pay further amounts. Obligations for contributions to defined contribution plans are
recognized as an employee benefit expense in the periods during which related services are rendered by employees.
1.
Material Accounting Policies continued
Share-based Payments
Share-based payment arrangements, in which the Group receives goods or services as consideration for its own equity instruments, are
accounted for as equity-settled share-based payment transactions (except certain restricted stock units \u2013 see below) in accordance with
IFRS 2. The grant date fair value of employee share-based payment awards is recognized as an expense with a corresponding increase
in equity over the requisite service period related to the awards. The amount recognized as an expense is adjusted to reflect the actual
number of awards for which the related service and non-market performance conditions are expected to be met, such that the amount
ultimately recognized as an expense is based on the number of awards that do meet the related service and non-market performance
conditions at the vesting date. For share-based payment awards with market conditions, the grant date fair value is measured to reflect
such conditions and there is no true-up for differences between expected and actual outcomes.
Certain restricted stock units are treated as liability settled awards as the Group has a historical practice of settling these awards in
cash. Such awards are remeasured at every reporting date until settlement date and are recognized as compensation expense over
the requisite service period. Differences in remeasurement are recognized in profit and loss. The cumulative cost that will ultimately
be recognized in respect of these awards will equal to the amount at settlement.
The fair value of the awards is measured using option pricing models and other appropriate models, which take into account the
terms and conditions of the awards granted.
Development Costs
Expenditures on research activities are recognized as incurred in the Consolidated Statement of Comprehensive Income/(Loss). In
accordance with IAS 38, development costs are capitalized only if the expenditure can be measured reliably, the product or process is
technically and commercially feasible, future economic benefits are probable, the Group can demonstrate its ability to use or sell the
intangible asset, the Group intends to and has sufficient resources to complete development and to use or sell the asset, and it is able to
measure reliably the expenditure attributable to the intangible asset during its development. The point at which technical feasibility is
determined to have been reached is, generally, when regulatory approval has been received where applicable. Management determines
that commercial viability has been reached when a clear market and pricing point have been identified, which may coincide with
achieving meaningful recurring sales. Otherwise, the development expenditure is recognized as incurred in the Consolidated Statement
of Comprehensive Income/(Loss). As of the balance sheet date, the Group has not capitalized any development costs.
Provisions
A provision is recognized in the Consolidated Statement of Financial Position when the Group has a present legal or constructive
obligation due to a past event that can be reliably measured, and it is probable that an outflow of economic benefits will be
required to settle the obligation. Provisions are determined by discounting the expected future cash flows at a pre-tax rate that
reflects risks specific to the liability.
Leases
The Group\u2019s leases are virtually all leases of real estate for use in operations. The Group includes options that are reasonably certain to
be exercised as part of the determination of the lease term. The group determines if an arrangement is a lease at inception of the
contract in accordance with guidance detailed in IFRS 16. Right-of-use (\"ROU\") assets represent the Group\u2019s right to use an underlying
asset for the lease term and lease liabilities represent the Group's obligation to make lease payments arising from the lease. Operating
lease ROU assets and lease liabilities are recognized at commencement date based on the present value of the lease payments over
the lease term. As most of the Group's leases do not provide an implicit rate, the Group used its estimated incremental borrowing rate,
based on information available at commencement date, in\u00a0determining the present value of future payments.
The Group has elected to account for lease payments as an expense on a straight-line basis over the life of the lease for:
\u2014 Leases with a term of 12 months or less and containing no purchase options; and
\u2014 Leases where the underlying asset has a value of less than $5,000.
The right-of-use asset is depreciated on a straight-line basis and the related lease liability gives rise to an interest charge.
Finance Income and Finance Costs
Finance income consists of interest income on funds invested in money market funds and U.S. treasuries. Finance income is
recognized as it is earned. Finance costs consist mainly of loan, notes and lease liability interest expenses, interest expense due to
accretion of and adjustment to sale of future royalties liability as well as the changes in the fair value of financial liabilities carried at
FVTPL (such changes can consist of finance income when the fair value of such financial liabilities decrease).
Taxation
Tax on the profit or loss for the year comprises current and deferred income tax. In accordance with IAS 12, tax is recognized in the
Consolidated Statement of Comprehensive Income/(Loss) except to the extent that it relates to items recognized directly in equity.
Current income tax is the expected tax payable or receivable on the taxable income or loss for the year, using tax rates enacted or
substantially enacted at the reporting date, and any adjustment to tax payable in respect of previous years.
Deferred tax is recognized due to temporary differences between the carrying amounts of assets and liabilities for financial reporting
purposes and the amounts used for taxation purposes. Deferred tax assets are recognized for unused tax losses, unused tax credits
and deductible temporary differences to the extent that it is probable that future taxable profits will be available against which they
can be used. Deferred tax assets with respect to investments in associates are recognized only to the extent that it is probable the
temporary difference will reverse in the foreseeable future and taxable profit will be available against which the temporary difference
can be utilized. Deferred tax assets are reviewed at each reporting date and are reduced to the extent that it is no longer probable
that the related tax benefit will be realized.
1.
Material Accounting Policies continued
Deferred tax is measured at the tax rates that are expected to be applied to temporary differences when they reverse, using tax
rates enacted or substantively enacted at the reporting date.
Deferred income tax assets and liabilities are offset when there is a legally enforceable right to offset current tax assets against current
tax liabilities and when the deferred income tax assets and liabilities relate to income taxes levied by the same taxation authority on
either the same taxable entity or different taxable entities where there is an intention to settle the balances on a net basis.
Fair Value Measurements
The Group\u2019s accounting policies require that certain financial assets and certain financial liabilities be measured at their fair value.
The Group uses valuation techniques that are appropriate in the circumstances and for which sufficient data are available to measure
fair value, maximizing the use of relevant observable inputs and minimizing the use of unobservable inputs. Fair values are
categorized into different levels in a fair value hierarchy based on the inputs used in the valuation techniques as follows:
\u2014 Level 1: quoted prices (unadjusted) in active markets for identical assets or liabilities.
\u2014 Level 2: inputs other than quoted prices included in Level 1 that are observable for the asset or liability, either directly
(i.e.\u00a0as\u00a0prices) or indirectly (i.e. derived from prices).
\u2014 Level 3: inputs for the asset or liability that are not based on observable market data (unobservable inputs).
The Group recognizes transfers between levels of the fair value hierarchy at the end of the reporting period during which the change
has occurred.
The carrying amount of cash and cash equivalents, accounts receivable, restricted cash, deposits, accounts payable, accrued
expenses and other current liabilities in the Group\u2019s Consolidated Statement of Financial Position approximates their fair value
because of the short maturities of these instruments.
Operating Segments
Operating segments are reported in a manner that is consistent with the internal reporting provided to the chief operating decision
maker (\u201cCODM\u201d). The CODM reviews discrete financial information for the operating segments in order to assess their performance
and is responsible for making decisions about resources allocated to the segments. The CODM has been identified as the Group\u2019s
Board of Directors.
", "dimensions": { "concept": "ifrs-full:DisclosureOfMaterialAccountingPolicyInformationExplanatory", "language": "en", "entity": "scheme:213800LVPDNO2Z9T9I39", "period": "2025-01-01T00:00:00/2026-01-01T00:00:00" } }, "f-498": { "value": "PureTech Health plc", "dimensions": { "concept": "ifrs-full:NameOfReportingEntityOrOtherMeansOfIdentification", "language": "en", "entity": "scheme:213800LVPDNO2Z9T9I39", "period": "2025-01-01T00:00:00/2026-01-01T00:00:00" } }, "f-499": { "value": "PureTech Health plc", "dimensions": { "concept": "ifrs-full:NameOfParentEntity", "language": "en", "entity": "scheme:213800LVPDNO2Z9T9I39", "period": "2025-01-01T00:00:00/2026-01-01T00:00:00" } }, "f-500": { "value": "PureTech Health plc", "dimensions": { "concept": "ifrs-full:NameOfUltimateParentOfGroup", "language": "en", "entity": "scheme:213800LVPDNO2Z9T9I39", "period": "2025-01-01T00:00:00/2026-01-01T00:00:00" } }, "f-501": { "value": "plc", "dimensions": { "concept": "ifrs-full:LegalFormOfEntity", "language": "en", "entity": "scheme:213800LVPDNO2Z9T9I39", "period": "2025-01-01T00:00:00/2026-01-01T00:00:00" } }, "f-502": { "value": "United Kingdom", "dimensions": { "concept": "ifrs-full:DomicileOfEntity", "language": "en", "entity": "scheme:213800LVPDNO2Z9T9I39", "period": "2025-01-01T00:00:00/2026-01-01T00:00:00" } }, "f-503": { "value": "United Kingdom", "dimensions": { "concept": "ifrs-full:CountryOfIncorporation", "language": "en", "entity": "scheme:213800LVPDNO2Z9T9I39", "period": "2025-01-01T00:00:00/2026-01-01T00:00:00" } }, "f-504": { "value": "13th Floor, One Angel Court, London, EC2R 7HJ, United Kingdom", "dimensions": { "concept": "ifrs-full:AddressOfRegisteredOfficeOfEntity", "language": "en", "entity": "scheme:213800LVPDNO2Z9T9I39", "period": "2025-01-01T00:00:00/2026-01-01T00:00:00" } }, "f-505": { "value": "
Basis of Presentation
The consolidated financial statements of the Group (the \"Consolidated Financial Statements\") are presented as of December 31,
2025 and 2024, and for the years ended December 31, 2025, 2024 and 2023. The Consolidated Financial Statements have been
approved by the Directors on April\u00a029, 2026, and are prepared in accordance with UK-adopted International Financial Reporting
Standards. The Consolidated Financial Statements also comply fully with IFRS Accounting Standards as issued by the IASB. UK-
adopted IFRS Accounting Standards differ in certain respects from IFRS Accounting Standards as issued by the IASB. However, the
differences have no impact for the periods presented.
For presentation of the Consolidated Statement of Comprehensive Income/(Loss), the Group uses a classification based on the
function of expenses, rather than based on their nature, as it is more representative of the format used for internal reporting and
management purposes and is consistent with international practice.
Certain amounts in the Consolidated Financial Statements and accompanying notes may not add due to rounding. All percentages
have been calculated using unrounded amounts.
", "dimensions": { "concept": "ifrs-full:DisclosureOfBasisOfPreparationOfFinancialStatementsExplanatory", "language": "en", "entity": "scheme:213800LVPDNO2Z9T9I39", "period": "2025-01-01T00:00:00/2026-01-01T00:00:00" } }, "f-506": { "value": "The Consolidated Financial Statements also comply fully with IFRS Accounting Standards as issued by the IASB.", "dimensions": { "concept": "ifrs-full:StatementOfIFRSCompliance", "language": "en", "entity": "scheme:213800LVPDNO2Z9T9I39", "period": "2025-01-01T00:00:00/2026-01-01T00:00:00" } }, "f-507": { "value": "
Use of Judgments and Estimates
In preparing the Consolidated Financial Statements, management has made judgments, estimates and assumptions that affect the
application of the Group\u2019s accounting policies and the reported amounts of assets, liabilities, income and expenses. Actual results
may differ from these estimates. Estimates and underlying assumptions are reviewed on an on-going basis.
Significant estimation is applied in determining the following:
\u2014 Financial instruments (see Note 19. Financial Instruments ): In accordance with IFRS 9, Financial Instruments (\"IFRS 9\"), the Group
carries certain financial assets and financial liabilities at fair value, with changes in fair value through profit and loss (\"FVTPL\").
Valuation of the aforementioned financial instruments includes determining the appropriate valuation methodology and making
certain estimates such as the equity value of an entity and the probability of entering into an initial public offering.
Significant judgement is also applied in determining the following:
\u2014 Whether financial instruments should be classified as liability or equity (see Note 17. Subsidiary Preferred Shares ). The judgement
includes an assessment of whether the financial instruments include contractual obligations of the Group to deliver cash or other
financial assets or to exchange financial assets or financial liabilities with another party, and whether those obligations could be
settled by the Group exchanging a fixed amount of cash or other financial assets for a fixed number of its own equity instruments.
Further information about these critical judgments and estimates is included below under Financial Instruments.
\u2014 Whether the power to control investees exists (see Note 5. Investments Held at Fair Value, Note 6. Investments in Associates and
Note 8. Gain/(loss) on Deconsolidation of Subsidiary and accounting policy with regard to Subsidiaries below). The judgement
includes an assessment of whether the Group has (i) power over the investee; (ii) exposure, or rights, to variable returns from its
involvement with the investee; and (iii) the ability to use its power over the investee to affect the amount of its own returns. The
Group considers among others its voting shares, shareholder agreements, ability to appoint board members, representation on
the board, rights to appoint management, de facto control, and investee dependence on the Group. If the power to control the
investee exists, it consolidates the financial statements of such investee in the Consolidated Financial Statements of the Group.
Upon issuance of new shares in an investee and/or a change in any shareholders or governance agreements, the Group
reassesses its ability to control the investee based on the revised voting interest, revised board composition and revised
subsidiary governance and management structure. When such new circumstances result in the Group losing its power to control
the investee, the investee is deconsolidated.
\u2014 Whether the Group has significant influence over financial and operating policies of investees in order to determine if the Group
should account for its investment as an associate based on IAS 28 Investments in Associates and Joint Ventures (\"IAS 28\") or a
financial instrument based on IFRS 9 (refer to Note 5. Investments Held at Fair Value and Note 6. Investments in Associates). This
judgement includes, among others, an assessment whether the Group has representation on the board of directors of the
investee, whether the Group participates in the policy making processes of the investee, whether there is any interchange of
managerial personnel, whether there is any essential technical information provided to the investee and if there are any
transactions between the Group and the investee.
1.
Material Accounting Policies continued
\u2014 Upon determining that the Group does have significant influence over the financial and operating policies of an investee, if the
Group holds more than a single instrument issued by its equity-accounted investee, judgement is required to determine whether
the additional instrument forms part of the investment in the associate, which is accounted for under IAS 28 and scoped out of
IFRS 9, or it is a separate financial instrument that falls in the scope of IFRS 9. This judgement includes an assessment of the
characteristics of the financial instrument of the investee held by the Group and whether such financial instrument provides
access to returns underlying an ownership interest.
\u2014 When the Group has other investments in an equity accounted investee that are not accounted for under IAS 28, judgement is
required in determining if such investments constitute long-term interests (\"LTI\") for the purposes of IAS 28. This determination is
based on the individual facts and circumstances and characteristics of each investment, but is driven, among other factors, by the
intention and likelihood to settle the instrument through redemption or repayment in the foreseeable future, and whether or not
the investment is likely to be converted to common stock or other equity instruments. After considering the individual facts and
circumstances of the Group\u2019s investment in its associate's preferred stock in the manner described above, including the long-
term nature of such investment, the ability of the Group to convert its preferred stock investment to an investment in common
shares and the likelihood of such conversion, the Group concluded that such investment was considered a long-term interest.
\u2014 In determining the appropriate accounting treatment for the Royalty Purchase Agreement during 2023, management applied
significant judgement (refer to Note 18. Sale of Future Royalties Liability).
", "dimensions": { "concept": "ifrs-full:DisclosureOfAccountingJudgementsAndEstimatesExplanatory", "language": "en", "entity": "scheme:213800LVPDNO2Z9T9I39", "period": "2025-01-01T00:00:00/2026-01-01T00:00:00" } }, "f-508": { "value": "Considering
the Group\u2019s financial position as of December 31, 2025, and its principal risks and opportunities, the Group prepared a going
concern analysis covering a period of at least the twelve-month period from the date of signing the Consolidated Financial
Statements (\"the going concern period\") utilizing realistic scenarios and applying a severe but plausible downside scenario. Even
under the downside scenario, the analysis demonstrates the Group continues to maintain sufficient liquidity headroom and
continues to comply with all financial obligations. The Board of Directors believe the Group and the Parent is adequately resourced
to continue in operational existence for at least the twelve-month period from the date of signing the Consolidated Financial
Statements. Accordingly, the Board of Directors considered it appropriate to adopt the going concern basis of accounting in
preparing the Consolidated Financial Statements and the PureTech Health plc Financial Statements.", "dimensions": { "concept": "ifrs-full:DisclosureOfGoingConcernExplanatory", "language": "en", "entity": "scheme:213800LVPDNO2Z9T9I39", "period": "2025-01-01T00:00:00/2026-01-01T00:00:00" } }, "f-509": { "value": "
Basis of consolidation
The Consolidated Financial Statements as of December 31, 2025 and 2024, and for each of the years ended December 31, 2025,
2024 and 2023, comprise PureTech Health plc and its consolidated subsidiaries. Intra-group balances and transactions, and any
unrealized income and expenses arising from intra-group transactions, are eliminated.
", "dimensions": { "concept": "ifrs-full:DisclosureOfBasisOfConsolidationExplanatory", "language": "en", "entity": "scheme:213800LVPDNO2Z9T9I39", "period": "2025-01-01T00:00:00/2026-01-01T00:00:00" } }, "f-510": { "value": "
Subsidiaries
As used in these financial statements, the term subsidiaries refers to entities that are controlled by the Group. Under applicable
accounting rules, the Group controls an entity when it is exposed to, or has the rights to, variable returns from its involvement with
the entity and has the ability to affect those returns through its power over the entity. In assessing control, the Group takes into
consideration potential voting rights, board representation, shareholders' agreements, ability to appoint board of directors and
management, de facto control and other related factors. The financial statements of subsidiaries are included in the Consolidated
Financial Statements from the date that control commences until the date that control ceases. Losses applicable to the non-
controlling interests (\"NCI\") in a subsidiary are allocated to the non-controlling interests even if doing so causes the non-controlling
interests to have a deficit balance.
A list of all current and former subsidiaries organized with respect to classification as of December 31, 2025 , and the Group\u2019s total
voting percentage, based on outstanding voting common and preferred shares as of December 31, 2025, 2024 and 2023, is outlined
below. All current subsidiaries are domiciled within the United States and conduct business activities solely within the United States.
Change in Subsidiary Ownership and Loss of Control
Changes in the Group\u2019s interest in a subsidiary that do not result in a loss of control are accounted for as equity transactions.
Where the Group loses control of a subsidiary, the assets and liabilities are derecognized along with any related non-controlling
interest. Any interest retained in the former subsidiary is measured at fair value when control is lost. Any resulting gain or loss is
recognized as profit or loss in the Consolidated Statement of Comprehensive Income/(Loss).
", "dimensions": { "concept": "ifrs-full:DescriptionOfAccountingPolicyForSubsidiariesExplanatory", "language": "en", "entity": "scheme:213800LVPDNO2Z9T9I39", "period": "2025-01-01T00:00:00/2026-01-01T00:00:00" } }, "f-511": { "value": "
Change in Subsidiary Ownership and Loss of Control
Changes in the Group\u2019s interest in a subsidiary that do not result in a loss of control are accounted for as equity transactions.
Where the Group loses control of a subsidiary, the assets and liabilities are derecognized along with any related non-controlling
interest. Any interest retained in the former subsidiary is measured at fair value when control is lost. Any resulting gain or loss is
recognized as profit or loss in the Consolidated Statement of Comprehensive Income/(Loss).
", "dimensions": { "concept": "ifrs-full:DescriptionOfAccountingPolicyForTransactionsWithNoncontrollingInterestsExplanatory", "language": "en", "entity": "scheme:213800LVPDNO2Z9T9I39", "period": "2025-01-01T00:00:00/2026-01-01T00:00:00" } }, "f-512": { "value": "
Associates
As used in the Consolidated Financial Statements, the term associates are those entities in which the Group has no control but
maintains significant influence over the financial and operating policies. Significant influence is presumed to exist when the Group
holds between 20 and 50 percent of the voting power of an entity, unless it can be clearly demonstrated that this is not the case. The
Group evaluates if it maintains significant influence over associates by assessing if the Group has the power to participate in the
financial and operating policy decisions of the associate.
Application of the Equity Method to Associates
Associates are accounted for using the equity method (equity accounted investees) and are initially recognized at cost, or if
recognized upon deconsolidation, they are initially recorded at fair value at the date of deconsolidation. The Consolidated Financial
Statements include the Group\u2019s share of the total comprehensive income or loss of equity accounted investees, from the date that
significant influence commences until the date that significant influence ceases.
To the extent the Group holds interests in associates that are not providing access to returns underlying ownership interests, the
instrument is accounted for in accordance with IFRS 9 as investments held at fair value.
When the Group\u2019s share of losses exceeds its equity method investment in the investee, losses are applied against long-term
interests, which are investments accounted for under IFRS 9. Investments are determined to be long-term interests when they are
long-term in nature and in substance they form part of the Group's net investment in that associate. This determination is impacted
by many factors, among others, whether settlement by the investee through redemption or repayment is planned or likely in the
foreseeable future, whether the investment can be converted and/or is likely to be converted to common stock or other equity
instrument and other factors regarding the nature of the investment. Whilst this assessment is dependent on many specific facts and
circumstances of each investment, typically conversion features whereby the investment is likely to convert to common stock or other
equity instruments would point to the investment being a long-term interest. Similarly, where the investment is not planned or likely
to be settled through redemption or repayment in the foreseeable future, this would indicate that the investment is a long-term
interest. When the net investment in the associate, which includes the Group\u2019s investments in other long-term interests, is reduced
to nil, recognition of further losses is discontinued except to the extent that the Group has incurred legal or constructive obligations
or made payments on behalf of an investee.
The Group has adopted the amendments to IAS 28 that addresses the dual application of IAS 28 and IFRS 9 when equity method
losses are applied against long-term interests. The amendments provide the annual sequence in which both standards are to be
applied in such a case. The Group has applied the equity method losses to the long-term interests presented as part of Investments
held at fair value subsequent to remeasuring such investments to their fair value at the balance sheet date.
", "dimensions": { "concept": "ifrs-full:DescriptionOfAccountingPolicyForInvestmentInAssociates", "language": "en", "entity": "scheme:213800LVPDNO2Z9T9I39", "period": "2025-01-01T00:00:00/2026-01-01T00:00:00" } }, "f-513": { "value": "
Application of the Equity Method to Associates
Associates are accounted for using the equity method (equity accounted investees) and are initially recognized at cost, or if
recognized upon deconsolidation, they are initially recorded at fair value at the date of deconsolidation. The Consolidated Financial
Statements include the Group\u2019s share of the total comprehensive income or loss of equity accounted investees, from the date that
significant influence commences until the date that significant influence ceases.", "dimensions": { "concept": "ifrs-full:DisclosureOfInvestmentsAccountedForUsingEquityMethodExplanatory", "language": "en", "entity": "scheme:213800LVPDNO2Z9T9I39", "period": "2025-01-01T00:00:00/2026-01-01T00:00:00" } }, "f-514": { "value": "
To the extent the Group holds interests in associates that are not providing access to returns underlying ownership interests, the
instrument is accounted for in accordance with IFRS 9 as investments held at fair value.
When the Group\u2019s share of losses exceeds its equity method investment in the investee, losses are applied against long-term
interests, which are investments accounted for under IFRS 9. Investments are determined to be long-term interests when they are
long-term in nature and in substance they form part of the Group's net investment in that associate. This determination is impacted
by many factors, among others, whether settlement by the investee through redemption or repayment is planned or likely in the
foreseeable future, whether the investment can be converted and/or is likely to be converted to common stock or other equity
instrument and other factors regarding the nature of the investment. Whilst this assessment is dependent on many specific facts and
circumstances of each investment, typically conversion features whereby the investment is likely to convert to common stock or other
equity instruments would point to the investment being a long-term interest. Similarly, where the investment is not planned or likely
to be settled through redemption or repayment in the foreseeable future, this would indicate that the investment is a long-term
interest. When the net investment in the associate, which includes the Group\u2019s investments in other long-term interests, is reduced
to nil, recognition of further losses is discontinued except to the extent that the Group has incurred legal or constructive obligations
or made payments on behalf of an investee.
The Group has adopted the amendments to IAS 28 that addresses the dual application of IAS 28 and IFRS 9 when equity method
losses are applied against long-term interests. The amendments provide the annual sequence in which both standards are to be
applied in such a case. The Group has applied the equity method losses to the long-term interests presented as part of Investments
held at fair value subsequent to remeasuring such investments to their fair value at the balance sheet date.
", "dimensions": { "concept": "ifrs-full:DisclosureOfInvestmentsOtherThanInvestmentsAccountedForUsingEquityMethodExplanatory", "language": "en", "entity": "scheme:213800LVPDNO2Z9T9I39", "period": "2025-01-01T00:00:00/2026-01-01T00:00:00" } }, "f-516": { "value": "
Financial Instruments
Classification
The Group classifies its financial assets in the following measurement categories:
\u2014 Those to be measured subsequently at fair value either through other comprehensive income \"FVOCI\", or through profit or loss
\"FVTPL\", and
\u2014 Those to be measured at amortized cost.
The classification depends on the Group\u2019s business model for managing the financial assets and the contractual terms of the cash flows.
For assets measured at fair value, gains and losses are recorded in profit or loss.
Measurement
At initial recognition, the Group measures a financial asset at its fair value plus, in the case of a financial asset not at FVTPL,
transaction costs that are directly attributable to the acquisition of the financial asset. Transaction costs of financial assets that are
carried at FVTPL are expensed.
Impairment
The Group assesses on a forward-looking basis the expected credit losses associated with its debt instruments carried at amortized
cost. For trade receivables, the Group applies the simplified approach permitted by IFRS 9, which requires expected lifetime losses
to be recognized from initial recognition of the receivables.
The Group\u2019s financial instruments consist of financial assets in the form of convertible notes, investment in shares, and financial
liabilities, including notes and preferred shares. Many of these financial instruments are presented at fair value, with changes in fair
value recorded through profit and loss.
Fair Value Process
For financial instruments measured at fair value under IFRS 9, the change in the fair value is reflected through profit and loss. Using
the guidance in IFRS 13, the total business enterprise value and allocable equity of each entity being valued can be determined
using a market backsolve approach through a recent arm\u2019s length financing round (or a future probable arm's length transaction),
market/asset probability-weighted expected return method (\"PWERM\") approach, discounted cash flow approach, or hybrid
approaches. The approaches, in order of strongest fair value evidence, are detailed as\u00a0follows:
Valuation Method
Description
Market \u2013 Backsolve
The market backsolve approach benchmarks the original issue price (OIP) of the company\u2019s latest
funding transaction as current value.
Market/Asset \u2013 PWERM
Under a PWERM, the company value is based upon the probability-weighted present value of
expected future investment returns, considering each of the possible future outcomes available to
the enterprise. Possible future outcomes can include IPO scenarios, potential SPAC transactions,
merger and acquisition transactions as well as other similar exit transactions of the investee.
Income Based \u2013 DCF
The income approach is used to estimate fair value based on the income streams, such as cash flows
or earnings, that an asset or business can be expected to generate.
At each measurement date, investments held at fair value (that are not publicly traded) as well as the fair value of subsidiary
preferred share liability, including embedded conversion rights that are not bifurcated, were determined using the following
allocation methods: option pricing model (\u201cOPM\u201d), PWERM, or hybrid allocation framework. The methods are detailed as follows:
Allocation Method
Description
OPM
The OPM model treats preferred stock as call options on the enterprise\u2019s equity value, with exercise
prices based on the liquidation preferences of the preferred stock.
PWERM
Under a PWERM, share value is based upon the probability-weighted present value of expected
future investment returns, considering each of the possible future outcomes available to the
enterprise, as well as the rights of each share class.
Hybrid
The hybrid method is a combination of the PWERM and OPM. Under the hybrid method, multiple
liquidity scenarios are weighted based on the probability of the scenario's occurrence, similar to the
PWERM, while also utilizing the OPM to estimate the allocation of value in one or more of the
scenarios.
Valuation policies and procedures are regularly monitored by the Group. Fair value measurements, including those categorized
within Level 3, are prepared and reviewed for reasonableness and compliance with the fair value measurements guidance under
IFRS accounting standards. The Group measures fair value using the following fair value hierarchy that reflects the significance of the
inputs used in making the measurements:
Fair Value
Hierarchy\u00a0Level
Description
Level 1
Inputs that are quoted market prices (unadjusted) in active markets for identical instruments.
Level 2
Inputs other than quoted prices included within Level 1 that are observable either directly (i.e. as
prices) or indirectly (i.e. derived from prices).
Level 3
Inputs that are unobservable. This category includes all instruments for which the valuation technique
includes inputs not based on observable data and the unobservable inputs have a significant effect
on the instruments' valuation.
Whilst the Group considers the methodologies and assumptions adopted in fair value measurements as supportable and
reasonable, because of the inherent uncertainty of valuation, those estimated values may differ significantly from the values that
would have been used had a ready market for the investment existed.
19.
Financial Instruments continued
", "dimensions": { "concept": "ifrs-full:DescriptionOfAccountingPolicyForFinancialInstrumentsAtFairValueThroughProfitOrLossExplanatory", "language": "en", "entity": "scheme:213800LVPDNO2Z9T9I39", "period": "2025-01-01T00:00:00/2026-01-01T00:00:00" } }, "f-515": { "value": "
Financial Instruments
Classification
The Group classifies its financial assets in the following measurement categories:
\u2014 Those to be measured subsequently at fair value either through other comprehensive income \"FVOCI\", or through profit or loss
\"FVTPL\", and
\u2014 Those to be measured at amortized cost.
The classification depends on the Group\u2019s business model for managing the financial assets and the contractual terms of the cash flows.
For assets measured at fair value, gains and losses are recorded in profit or loss.
Measurement
At initial recognition, the Group measures a financial asset at its fair value plus, in the case of a financial asset not at FVTPL,
transaction costs that are directly attributable to the acquisition of the financial asset. Transaction costs of financial assets that are
carried at FVTPL are expensed.
Impairment
The Group assesses on a forward-looking basis the expected credit losses associated with its debt instruments carried at amortized
cost. For trade receivables, the Group applies the simplified approach permitted by IFRS 9, which requires expected lifetime losses
to be recognized from initial recognition of the receivables.
Equity Instruments Issued by the Group
Financial instruments issued by the Group are treated as equity only to the extent that they meet the following two conditions,
in\u00a0accordance with IAS 32:
1 They include no contractual obligations upon the Group to deliver cash or other financial assets or to exchange financial assets
or\u00a0financial liabilities with another party under conditions that are potentially unfavorable to the Group; and
2 Where the instrument will or may be settled in the Group\u2019s own equity instruments, it is either a non-derivative that includes no
obligation to deliver a variable number of the Group\u2019s own equity instruments or is a derivative that will be settled by the Group
exchanging a fixed amount of cash or other financial assets for a fixed number of its own equity instruments.
To the extent that this definition is not met, the financial instrument is classified as a financial liability. Where the instrument so
classified takes the legal form of the Group\u2019s own shares, the amounts presented in the Group's shareholders' equity exclude
amounts in relation to those shares.
Changes in the fair value of liabilities at FVTPL are recognized in net finance income/(costs) in the Consolidated Statement of
Comprehensive Income/(Loss) as applicable.", "dimensions": { "concept": "ifrs-full:DescriptionOfAccountingPolicyForFinancialInstrumentsExplanatory", "language": "en", "entity": "scheme:213800LVPDNO2Z9T9I39", "period": "2025-01-01T00:00:00/2026-01-01T00:00:00" } }, "f-517": { "value": "
Financial Assets
The Group\u2019s financial assets consist of cash and cash equivalents, investments in debt securities, trade and other receivables,
investments in notes from associates, restricted cash deposits and investments in equity securities. The Group\u2019s financial assets are
virtually all classified into the following categories: investments held at fair value, investments in notes from associates, trade and
other receivables, short-term investments and cash and cash equivalents. The Group determines the classification of financial assets
at initial recognition depending on the purpose for which the financial assets were acquired.
1.
Material Accounting Policies continued
Investments held at fair value are investments in equity instruments. Such investments consist of the Group's minority interest
holdings where the Group has no significant influence or preferred share investments that are not providing access to returns
underlying ownership interests and are categorized as debt instruments that are presented at fair value through profit and loss
because the amounts receivable do not represent solely payments of principal and interest. These financial assets are initially
measured at fair value and subsequently re-measured at fair value at each reporting date. The Group has elected to record the
changes in fair values for the financial assets falling under this category through profit and loss. Please refer to Note 5. Investments
Held at Fair Value.
Changes in the fair value of financial assets at FVTPL are recognized in other income/(expense) in the Consolidated Statement of
Comprehensive Income/(Loss) as applicable.
The investments in notes from associates, since their contractual terms do not consist solely of cash flow payments of principal and
interest on the principal amount outstanding, are initially and subsequently measured at fair value, with changes in fair value
recognized through profit and loss.
Cash and cash equivalents consist of demand deposits with banks and other financial institutions and highly liquid instruments with
original maturities of three months or less at the date of purchase. Cash and cash equivalents are carried at cost, which
approximates their fair value.
Short-term investments consist of short-term US treasury bills that are held to maturity. The contractual terms consist solely of
payment of the principal and interest and the Group's business model is to hold the treasury bills to maturity. As such, such short-
term investments are recorded at amortized cost. As of the balance sheet date, amortized cost approximated the fair value of such
short-term investments.
Trade and other receivables are non-derivative financial assets with fixed and determinable payments that are not quoted on active
markets. These financial assets are carried at the amounts expected to be received less any expected lifetime losses. Such losses are
determined taking into account previous experience, credit rating and economic stability of counterparty and economic conditions.
When a trade receivable is determined to be uncollectible, it is written off against the available provision. As of the balance sheet
date, the Group did not record any such expected lifetime losses related to the outstanding trade and other receivable balances.
Trade and other receivables are included in current assets, unless maturities are greater than 12 months after the end of the
reporting period.
", "dimensions": { "concept": "ifrs-full:DescriptionOfAccountingPolicyForFinancialAssetsExplanatory", "language": "en", "entity": "scheme:213800LVPDNO2Z9T9I39", "period": "2025-01-01T00:00:00/2026-01-01T00:00:00" } }, "f-519": { "value": "
Trade and other receivables are non-derivative financial assets with fixed and determinable payments that are not quoted on active
markets. These financial assets are carried at the amounts expected to be received less any expected lifetime losses. Such losses are
determined taking into account previous experience, credit rating and economic stability of counterparty and economic conditions.
When a trade receivable is determined to be uncollectible, it is written off against the available provision. As of the balance sheet
date, the Group did not record any such expected lifetime losses related to the outstanding trade and other receivable balances.
Trade and other receivables are included in current assets, unless maturities are greater than 12 months after the end of the
reporting period.
Accounts receivable represent rights to consideration in exchange for services that have been transferred by the Group, when
payment is unconditional and only the passage of time is required before payment is due. Accounts receivable do not bear interest
and are recorded at the invoiced amount. Accounts receivable are included within trade and other receivables on the Consolidated
Statement of Financial Position. The accounts receivable related to contract revenue were $1,517 and $868 as of December 31, 2025
and 2024, respectively.", "dimensions": { "concept": "ifrs-full:DescriptionOfAccountingPolicyForTradeAndOtherReceivablesExplanatory", "language": "en", "entity": "scheme:213800LVPDNO2Z9T9I39", "period": "2025-01-01T00:00:00/2026-01-01T00:00:00" } }, "f-518": { "value": "
Trade and other receivables are non-derivative financial assets with fixed and determinable payments that are not quoted on active
markets. These financial assets are carried at the amounts expected to be received less any expected lifetime losses. Such losses are
determined taking into account previous experience, credit rating and economic stability of counterparty and economic conditions.
When a trade receivable is determined to be uncollectible, it is written off against the available provision. As of the balance sheet
date, the Group did not record any such expected lifetime losses related to the outstanding trade and other receivable balances.
Trade and other receivables are included in current assets, unless maturities are greater than 12 months after the end of the
reporting period.
", "dimensions": { "concept": "ifrs-full:DisclosureOfTradeAndOtherReceivablesExplanatory", "language": "en", "entity": "scheme:213800LVPDNO2Z9T9I39", "period": "2025-01-01T00:00:00/2026-01-01T00:00:00" } }, "f-520": { "value": "
Financial Liabilities
The Group\u2019s financial liabilities primarily consist of trade and other payables, and preferred shares.
The majority of the Group\u2019s subsidiaries have preferred shares and certain notes payable with embedded derivatives, which are
classified as current liabilities. When the Group has preferred shares and notes with embedded derivatives that qualify for
bifurcation, the Group has elected to account for the entire instrument as FVTPL after determining under IFRS 9 that the instrument
qualifies to be accounted for under such FVTPL method.
The Group derecognizes a financial liability when its contractual obligations are discharged, cancelled or expire.
", "dimensions": { "concept": "ifrs-full:DescriptionOfAccountingPolicyForFinancialLiabilitiesExplanatory", "language": "en", "entity": "scheme:213800LVPDNO2Z9T9I39", "period": "2025-01-01T00:00:00/2026-01-01T00:00:00" } }, "f-522": { "value": "
IFRS 15, Revenue from Contracts with Customers
The standard establishes a five-step principle-based approach for revenue recognition and is based on the concept of recognizing
an amount that reflects the consideration for performance obligations only when they are satisfied, and the control of goods or
services is transferred.
The majority of the Group\u2019s contract revenue is generated from licenses and services, some of which are part of collaboration
arrangements.
Management reviewed contracts where the Group received consideration in order to determine whether or not they should be
accounted for in accordance with IFRS 15. To date, the Group has entered into transactions that generate revenue and meet the
scope of either IFRS 15 or IAS 20 Accounting for Government Grants. Contract revenue is recognized at either a point-in-time or
over time, depending on the nature of the performance obligations.
1.
Material Accounting Policies continued
The Group accounts for agreements that meet the definition of IFRS 15 by applying the following five step model:
\u2014 Identify the contract(s) with a customer \u2013 A contract with a customer exists when (i) the Group enters into an enforceable contract
with a customer that defines each party\u2019s rights regarding the goods or services to be transferred and identifies the payment
terms related to those goods or services, (ii) the contract has commercial substance and, (iii) the Group determines that collection
of substantially all consideration for goods or services that are transferred is probable based on the customer\u2019s intent and ability
to pay the promised consideration.
\u2014 Identify the performance obligations in the contract \u2013 Performance obligations promised in a contract are identified based on the
goods or services that will be transferred to the customer that are both capable of being distinct, whereby the customer can
benefit from the good or service either on its own or together with other resources that are readily available from third parties or
from the Group, and are distinct in the context of the contract, whereby the transfer of the goods or services is separately
identifiable from other promises in the contract.
\u2014 Determine the transaction price \u2013 The transaction price is determined based on the consideration to which the Group will be
entitled in exchange for transferring goods or services to the customer. To the extent the transaction price includes variable
consideration, the Group estimates the amount of variable consideration that should be included in the transaction price utilizing
either the expected value method or the most likely amount method depending on the nature of the variable consideration.
Variable consideration is included in the transaction price if, in the Group\u2019s judgement, it is probable that a significant future
reversal of cumulative revenue under the contract will not occur.
\u2014 Allocate the transaction price to the performance obligations in the contract \u2013 If the contract contains a single performance
obligation, the entire transaction price is allocated to the single performance obligation. Contracts that contain multiple
performance obligations require an allocation of the transaction price to each performance obligation based on a relative
standalone selling price basis.
\u2014 Recognize revenue when (or as) the Group satisfies a performance obligation \u2013 The Group satisfies performance obligations
either over time or at a point in time as discussed in further detail below. Revenue is recognized at the time the related
performance obligation is satisfied by transferring a promised good or service to a customer.
Revenue generated from services agreements (typically where licenses and related services were combined into one performance
obligation) is determined to be recognized over time when it can be determined that the services meet one of the following: (a) the
customer simultaneously receives and consumes the benefits provided by the entity\u2019s performance as the entity performs; (b) the
entity\u2019s performance creates or enhances an asset that the customer controls as the asset is created or enhanced; or (c) the entity\u2019s
performance does not create an asset with an alternative use to the entity and the entity has an enforceable right to payment for
performance completed to date.
It was determined that the Group has contracts that meet criteria (a), since the customer simultaneously receives and consumes the
benefits provided by the Group\u2019s performance as the Group performs. Therefore, revenue is recognized over time using the input
method based on costs incurred to date as compared to total contract costs. The Group believes that in research and development
service type agreements using costs incurred to date represents the most faithful depiction of the entity\u2019s performance towards
complete satisfaction of a performance obligation.
Revenue from licenses that are not part of a combined performance obligation are recognized at a point in time. Such licenses relate
to intellectual property that has significant stand-alone functionality and as such represent a right to use the entity's intellectual
property as it exists at the point in time at which the license is granted.
Royalty revenue received in respect of licensing agreements when the license of intellectual property is the predominant item in the
arrangement is recognized as the related third-party sales in the licensee occur.
Amounts that are receivable or have been received per contractual terms but have not been recognized as revenue since
performance has not yet occurred or has not yet been completed are recorded as deferred revenue. The Group classifies as non-
current deferred revenue amounts received for which performance is expected to occur beyond one year or one operating cycle.
", "dimensions": { "concept": "ifrs-full:DescriptionOfAccountingPolicyForRecognitionOfRevenue", "language": "en", "entity": "scheme:213800LVPDNO2Z9T9I39", "period": "2025-01-01T00:00:00/2026-01-01T00:00:00" } }, "f-521": { "value": "
IFRS 15, Revenue from Contracts with Customers
The standard establishes a five-step principle-based approach for revenue recognition and is based on the concept of recognizing
an amount that reflects the consideration for performance obligations only when they are satisfied, and the control of goods or
services is transferred.
The majority of the Group\u2019s contract revenue is generated from licenses and services, some of which are part of collaboration
arrangements.
Management reviewed contracts where the Group received consideration in order to determine whether or not they should be
accounted for in accordance with IFRS 15. To date, the Group has entered into transactions that generate revenue and meet the
scope of either IFRS 15 or IAS 20 Accounting for Government Grants. Contract revenue is recognized at either a point-in-time or
over time, depending on the nature of the performance obligations.
1.
Material Accounting Policies continued
The Group accounts for agreements that meet the definition of IFRS 15 by applying the following five step model:
\u2014 Identify the contract(s) with a customer \u2013 A contract with a customer exists when (i) the Group enters into an enforceable contract
with a customer that defines each party\u2019s rights regarding the goods or services to be transferred and identifies the payment
terms related to those goods or services, (ii) the contract has commercial substance and, (iii) the Group determines that collection
of substantially all consideration for goods or services that are transferred is probable based on the customer\u2019s intent and ability
to pay the promised consideration.
\u2014 Identify the performance obligations in the contract \u2013 Performance obligations promised in a contract are identified based on the
goods or services that will be transferred to the customer that are both capable of being distinct, whereby the customer can
benefit from the good or service either on its own or together with other resources that are readily available from third parties or
from the Group, and are distinct in the context of the contract, whereby the transfer of the goods or services is separately
identifiable from other promises in the contract.
\u2014 Determine the transaction price \u2013 The transaction price is determined based on the consideration to which the Group will be
entitled in exchange for transferring goods or services to the customer. To the extent the transaction price includes variable
consideration, the Group estimates the amount of variable consideration that should be included in the transaction price utilizing
either the expected value method or the most likely amount method depending on the nature of the variable consideration.
Variable consideration is included in the transaction price if, in the Group\u2019s judgement, it is probable that a significant future
reversal of cumulative revenue under the contract will not occur.
\u2014 Allocate the transaction price to the performance obligations in the contract \u2013 If the contract contains a single performance
obligation, the entire transaction price is allocated to the single performance obligation. Contracts that contain multiple
performance obligations require an allocation of the transaction price to each performance obligation based on a relative
standalone selling price basis.
\u2014 Recognize revenue when (or as) the Group satisfies a performance obligation \u2013 The Group satisfies performance obligations
either over time or at a point in time as discussed in further detail below. Revenue is recognized at the time the related
performance obligation is satisfied by transferring a promised good or service to a customer.
Revenue generated from services agreements (typically where licenses and related services were combined into one performance
obligation) is determined to be recognized over time when it can be determined that the services meet one of the following: (a) the
customer simultaneously receives and consumes the benefits provided by the entity\u2019s performance as the entity performs; (b) the
entity\u2019s performance creates or enhances an asset that the customer controls as the asset is created or enhanced; or (c) the entity\u2019s
performance does not create an asset with an alternative use to the entity and the entity has an enforceable right to payment for
performance completed to date.
It was determined that the Group has contracts that meet criteria (a), since the customer simultaneously receives and consumes the
benefits provided by the Group\u2019s performance as the Group performs. Therefore, revenue is recognized over time using the input
method based on costs incurred to date as compared to total contract costs. The Group believes that in research and development
service type agreements using costs incurred to date represents the most faithful depiction of the entity\u2019s performance towards
complete satisfaction of a performance obligation.
Revenue from licenses that are not part of a combined performance obligation are recognized at a point in time. Such licenses relate
to intellectual property that has significant stand-alone functionality and as such represent a right to use the entity's intellectual
property as it exists at the point in time at which the license is granted.
Royalty revenue received in respect of licensing agreements when the license of intellectual property is the predominant item in the
arrangement is recognized as the related third-party sales in the licensee occur.
Amounts that are receivable or have been received per contractual terms but have not been recognized as revenue since
performance has not yet occurred or has not yet been completed are recorded as deferred revenue. The Group classifies as non-
current deferred revenue amounts received for which performance is expected to occur beyond one year or one operating cycle.
", "dimensions": { "concept": "ifrs-full:DisclosureOfRevenueFromContractsWithCustomersExplanatory", "language": "en", "entity": "scheme:213800LVPDNO2Z9T9I39", "period": "2025-01-01T00:00:00/2026-01-01T00:00:00" } }, "f-523": { "value": "
Grant Revenue
The Group recognizes grants from governmental agencies as grant revenue in the Consolidated Statement of Comprehensive
Income/(Loss), gross of the expenditures that were related to obtaining the grant, when there is reasonable assurance that the
Group will comply with the conditions within the grant agreement and there is reasonable assurance that payments under the grants
will be received. The Group evaluates the conditions of each grant as of each reporting date to ensure that the Group has
reasonable assurance of meeting the conditions of each grant arrangement and that it is expected that the grant payment will be
received as a result of meeting the necessary conditions.
The Group submits qualifying expenses for reimbursement after the Group has incurred the research and development expense.
The Group records an unbilled receivable upon incurring such expenses. In cases in which the grant revenue is received prior to the
expenses being incurred or recognized, the amounts received are deferred until the related expense is incurred and/or recognized.
Grant revenue is recognized in the Consolidated Statement of Comprehensive Income/(Loss) at the time in which the Group
recognizes the related reimbursable expense for which the grant is intended to compensate.
", "dimensions": { "concept": "ifrs-full:DescriptionOfAccountingPolicyForGovernmentGrants", "language": "en", "entity": "scheme:213800LVPDNO2Z9T9I39", "period": "2025-01-01T00:00:00/2026-01-01T00:00:00" } }, "f-524": { "value": "
Functional and Presentation Currency
The Consolidated Financial Statements are presented in United States dollars (\u201cUS dollars\u201d). The functional currency of all members
of the Group is the U.S. dollar. The Group's share in foreign exchange differences in associates were reported in other
comprehensive income/(loss).
", "dimensions": { "concept": "ifrs-full:DescriptionOfAccountingPolicyForFunctionalCurrencyExplanatory", "language": "en", "entity": "scheme:213800LVPDNO2Z9T9I39", "period": "2025-01-01T00:00:00/2026-01-01T00:00:00" } }, "f-525": { "value": "
Foreign Currency
Transactions in foreign currencies are translated to the respective functional currencies of Group entities at the foreign exchange rate
ruling at the date of the transaction. Monetary assets and liabilities denominated in foreign currencies at the balance sheet date are
retranslated to the functional currency at the foreign exchange rate ruling at that date. Foreign exchange differences arising on
remeasurement are recognized in the Consolidated Statement of Comprehensive Income/(Loss). Non-monetary assets and liabilities
that are measured in terms of historical cost in a foreign currency are translated using the exchange rate at the date of the transaction.", "dimensions": { "concept": "ifrs-full:DescriptionOfAccountingPolicyForForeignCurrencyTranslationExplanatory", "language": "en", "entity": "scheme:213800LVPDNO2Z9T9I39", "period": "2025-01-01T00:00:00/2026-01-01T00:00:00" } }, "f-526": { "value": "
Share Capital
Ordinary shares are classified as equity. The Group's equity is comprised of share capital, share premium, merger reserve, other
reserve, translation reserve, and retained earnings/accumulated deficit.
", "dimensions": { "concept": "ifrs-full:DescriptionOfAccountingPolicyForIssuedCapitalExplanatory", "language": "en", "entity": "scheme:213800LVPDNO2Z9T9I39", "period": "2025-01-01T00:00:00/2026-01-01T00:00:00" } }, "f-528": { "value": "
Treasury Shares
Treasury shares acquired as a result of repurchasing shares are recognized at cost and are deducted from shareholders' equity.
No\u00a0gain or loss is recognized in profit and loss for the purchase, sale, re-issue or cancellation of the Group's own equity shares.
The\u00a0nominal value related to shares that are repurchased and cancelled are reduced from share capital and transferred to a capital
redemption reserve.
", "dimensions": { "concept": "ifrs-full:DisclosureOfTreasurySharesExplanatory", "language": "en", "entity": "scheme:213800LVPDNO2Z9T9I39", "period": "2025-01-01T00:00:00/2026-01-01T00:00:00" } }, "f-527": { "value": "
Treasury Shares
Treasury shares acquired as a result of repurchasing shares are recognized at cost and are deducted from shareholders' equity.
No\u00a0gain or loss is recognized in profit and loss for the purchase, sale, re-issue or cancellation of the Group's own equity shares.
The\u00a0nominal value related to shares that are repurchased and cancelled are reduced from share capital and transferred to a capital
redemption reserve.
", "dimensions": { "concept": "ifrs-full:DescriptionOfAccountingPolicyForTreasurySharesExplanatory", "language": "en", "entity": "scheme:213800LVPDNO2Z9T9I39", "period": "2025-01-01T00:00:00/2026-01-01T00:00:00" } }, "f-529": { "value": "
Property and Equipment
Property and equipment is stated at cost less accumulated depreciation and any accumulated impairment losses. Cost includes
expenditures that are directly attributable to the acquisition of the asset. Assets under construction represent leasehold improvements
and machinery and equipment to be used in operations or research and development activities. When parts of an item of property and
equipment have different useful lives, they are accounted for as separate items (major components) of property and equipment.
Depreciation is calculated using the straight-line method over the estimated useful life of the related asset:
Laboratory and manufacturing equipment
2-8 years
Furniture and fixtures
7 years
Computer equipment and software
1-5 years
Leasehold improvements
5-10 years, or the remaining term of the lease, if shorter
Depreciation methods, useful lives and residual values are reviewed at each balance sheet date.
", "dimensions": { "concept": "ifrs-full:DescriptionOfAccountingPolicyForPropertyPlantAndEquipmentExplanatory", "language": "en", "entity": "scheme:213800LVPDNO2Z9T9I39", "period": "2025-01-01T00:00:00/2026-01-01T00:00:00" } }, "f-531": { "value": "
Depreciation is calculated using the straight-line method over the estimated useful life of the related asset:
Laboratory and manufacturing equipment
2-8 years
Furniture and fixtures
7 years
Computer equipment and software
1-5 years
Leasehold improvements
5-10 years, or the remaining term of the lease, if shorter
Depreciation methods, useful lives and residual values are reviewed at each balance sheet date.
", "dimensions": { "concept": "ifrs-full:DescriptionOfAccountingPolicyForDepreciationExpenseExplanatory", "language": "en", "entity": "scheme:213800LVPDNO2Z9T9I39", "period": "2025-01-01T00:00:00/2026-01-01T00:00:00" } }, "f-530": { "value": "
Depreciation is calculated using the straight-line method over the estimated useful life of the related asset:
Laboratory and manufacturing equipment
2-8 years
Furniture and fixtures
7 years
Computer equipment and software
1-5 years
Leasehold improvements
5-10 years, or the remaining term of the lease, if shorter
Depreciation methods, useful lives and residual values are reviewed at each balance sheet date.
Intangible assets, which include purchased patents and licenses with finite useful lives, are carried at historical cost less accumulated
amortization, if amortization has commenced. Intangible assets with finite lives are amortized from the time they are available for
their intended use. Amortization is calculated using the straight-line method to allocate the costs of patents and licenses over their
estimated useful lives.", "dimensions": { "concept": "ifrs-full:DisclosureOfDepreciationAndAmortisationExpenseExplanatory", "language": "en", "entity": "scheme:213800LVPDNO2Z9T9I39", "period": "2025-01-01T00:00:00/2026-01-01T00:00:00" } }, "f-532": { "value": "
Intangible Assets
Intangible assets, which include purchased patents and licenses with finite useful lives, are carried at historical cost less accumulated
amortization, if amortization has commenced. Intangible assets with finite lives are amortized from the time they are available for
their intended use. Amortization is calculated using the straight-line method to allocate the costs of patents and licenses over their
estimated useful lives.
Research and development intangible assets, which are still under development and have accordingly not yet obtained marketing
approval, are presented as In-Process Research and Development (IPR&D). The cost of IPR&D represents upfront payments as well
as additional contingent payments based on development, regulatory and sales milestones related to certain license agreement
where the Group licenses IP from a third party. These milestones are capitalized as the milestone is triggered. See Note 25.
Commitments and Contingencies. IPR&D is not amortized since it is not yet available for its intended use, but it is evaluated for
potential impairment on an annual basis or more frequently when facts and circumstances warrant.
", "dimensions": { "concept": "ifrs-full:DescriptionOfAccountingPolicyForIntangibleAssetsOtherThanGoodwillExplanatory", "language": "en", "entity": "scheme:213800LVPDNO2Z9T9I39", "period": "2025-01-01T00:00:00/2026-01-01T00:00:00" } }, "f-533": { "value": "
Impairment of Non-Financial Assets
The Group reviews the carrying amounts of its property and equipment and intangible assets at each reporting date to determine
whether there are indicators of impairment. If any such indicators of impairment exist, then an asset\u2019s recoverable amount is
estimated. The recoverable amount is the higher of an asset\u2019s fair value less cost of disposal and value in use.
The Group\u2019s IPR&D intangible assets are not yet available for their intended use. As such, they are tested for impairment at least annually.
An impairment loss is recognized when an asset\u2019s carrying amount exceeds its recoverable amount. For the purposes of impairment
testing, assets are grouped at the lowest levels for which there are largely independent cash flows. If a non-financial asset instrument
is impaired, an impairment loss is recognized in the Consolidated Statement of Comprehensive Income/(Loss).
Investments in associates are considered impaired if, and only if, objective evidence indicates that one or more events, which
occurred after the initial recognition, have had an impact on the future cash flows from the net investment and that impact can be
reliably estimated. If an impairment exists, the Group measures an impairment by comparing the carrying value of the net
investment in the associate to its recoverable amount and recording any excess as an impairment loss.", "dimensions": { "concept": "ifrs-full:DescriptionOfAccountingPolicyForImpairmentOfNonfinancialAssetsExplanatory", "language": "en", "entity": "scheme:213800LVPDNO2Z9T9I39", "period": "2025-01-01T00:00:00/2026-01-01T00:00:00" } }, "f-534": { "value": "
The Group reviews the carrying amounts of its property and equipment and intangible assets at each reporting date to determine
whether there are indicators of impairment. If any such indicators of impairment exist, then an asset\u2019s recoverable amount is
estimated. The recoverable amount is the higher of an asset\u2019s fair value less cost of disposal and value in use.
The Group\u2019s IPR&D intangible assets are not yet available for their intended use. As such, they are tested for impairment at least annually.
An impairment loss is recognized when an asset\u2019s carrying amount exceeds its recoverable amount. For the purposes of impairment
testing, assets are grouped at the lowest levels for which there are largely independent cash flows. If a non-financial asset instrument
is impaired, an impairment loss is recognized in the Consolidated Statement of Comprehensive Income/(Loss).
Investments in associates are considered impaired if, and only if, objective evidence indicates that one or more events, which
occurred after the initial recognition, have had an impact on the future cash flows from the net investment and that impact can be
reliably estimated. If an impairment exists, the Group measures an impairment by comparing the carrying value of the net
investment in the associate to its recoverable amount and recording any excess as an impairment loss.", "dimensions": { "concept": "ifrs-full:DisclosureOfImpairmentOfAssetsExplanatory", "language": "en", "entity": "scheme:213800LVPDNO2Z9T9I39", "period": "2025-01-01T00:00:00/2026-01-01T00:00:00" } }, "f-536": { "value": "
Employee Benefits
Short-Term Employee Benefits
Short-term employee benefit obligations are measured on an undiscounted basis and expensed as the related service is provided.
A\u00a0liability is recognized for the amount expected to be paid if the Group has a present legal or constructive obligation due to past
service provided by the employee, and the obligation can be estimated reliably.
Defined Contribution Plans
A defined contribution plan is a post-employment benefit plan under which an entity pays fixed contributions into a separate entity
and has no legal or constructive obligation to pay further amounts. Obligations for contributions to defined contribution plans are
recognized as an employee benefit expense in the periods during which related services are rendered by employees.", "dimensions": { "concept": "ifrs-full:DescriptionOfAccountingPolicyForEmployeeBenefitsExplanatory", "language": "en", "entity": "scheme:213800LVPDNO2Z9T9I39", "period": "2025-01-01T00:00:00/2026-01-01T00:00:00" } }, "f-535": { "value": "
Employee Benefits
Short-Term Employee Benefits
Short-term employee benefit obligations are measured on an undiscounted basis and expensed as the related service is provided.
A\u00a0liability is recognized for the amount expected to be paid if the Group has a present legal or constructive obligation due to past
service provided by the employee, and the obligation can be estimated reliably.
Defined Contribution Plans
A defined contribution plan is a post-employment benefit plan under which an entity pays fixed contributions into a separate entity
and has no legal or constructive obligation to pay further amounts. Obligations for contributions to defined contribution plans are
recognized as an employee benefit expense in the periods during which related services are rendered by employees.", "dimensions": { "concept": "ifrs-full:DisclosureOfEmployeeBenefitsExplanatory", "language": "en", "entity": "scheme:213800LVPDNO2Z9T9I39", "period": "2025-01-01T00:00:00/2026-01-01T00:00:00" } }, "f-537": { "value": "
Share-based Payments
Share-based payment arrangements, in which the Group receives goods or services as consideration for its own equity instruments, are
accounted for as equity-settled share-based payment transactions (except certain restricted stock units \u2013 see below) in accordance with
IFRS 2. The grant date fair value of employee share-based payment awards is recognized as an expense with a corresponding increase
in equity over the requisite service period related to the awards. The amount recognized as an expense is adjusted to reflect the actual
number of awards for which the related service and non-market performance conditions are expected to be met, such that the amount
ultimately recognized as an expense is based on the number of awards that do meet the related service and non-market performance
conditions at the vesting date. For share-based payment awards with market conditions, the grant date fair value is measured to reflect
such conditions and there is no true-up for differences between expected and actual outcomes.
Certain restricted stock units are treated as liability settled awards as the Group has a historical practice of settling these awards in
cash. Such awards are remeasured at every reporting date until settlement date and are recognized as compensation expense over
the requisite service period. Differences in remeasurement are recognized in profit and loss. The cumulative cost that will ultimately
be recognized in respect of these awards will equal to the amount at settlement.
The fair value of the awards is measured using option pricing models and other appropriate models, which take into account the
terms and conditions of the awards granted.", "dimensions": { "concept": "ifrs-full:DescriptionOfAccountingPolicyForSharebasedPaymentTransactionsExplanatory", "language": "en", "entity": "scheme:213800LVPDNO2Z9T9I39", "period": "2025-01-01T00:00:00/2026-01-01T00:00:00" } }, "f-539": { "value": "
Development Costs
Expenditures on research activities are recognized as incurred in the Consolidated Statement of Comprehensive Income/(Loss). In
accordance with IAS 38, development costs are capitalized only if the expenditure can be measured reliably, the product or process is
technically and commercially feasible, future economic benefits are probable, the Group can demonstrate its ability to use or sell the
intangible asset, the Group intends to and has sufficient resources to complete development and to use or sell the asset, and it is able to
measure reliably the expenditure attributable to the intangible asset during its development. The point at which technical feasibility is
determined to have been reached is, generally, when regulatory approval has been received where applicable. Management determines
that commercial viability has been reached when a clear market and pricing point have been identified, which may coincide with
achieving meaningful recurring sales. Otherwise, the development expenditure is recognized as incurred in the Consolidated Statement
of Comprehensive Income/(Loss). As of the balance sheet date, the Group has not capitalized any development costs.
", "dimensions": { "concept": "ifrs-full:DisclosureOfResearchAndDevelopmentExpenseExplanatory", "language": "en", "entity": "scheme:213800LVPDNO2Z9T9I39", "period": "2025-01-01T00:00:00/2026-01-01T00:00:00" } }, "f-538": { "value": "
Development Costs
Expenditures on research activities are recognized as incurred in the Consolidated Statement of Comprehensive Income/(Loss). In
accordance with IAS 38, development costs are capitalized only if the expenditure can be measured reliably, the product or process is
technically and commercially feasible, future economic benefits are probable, the Group can demonstrate its ability to use or sell the
intangible asset, the Group intends to and has sufficient resources to complete development and to use or sell the asset, and it is able to
measure reliably the expenditure attributable to the intangible asset during its development. The point at which technical feasibility is
determined to have been reached is, generally, when regulatory approval has been received where applicable. Management determines
that commercial viability has been reached when a clear market and pricing point have been identified, which may coincide with
achieving meaningful recurring sales. Otherwise, the development expenditure is recognized as incurred in the Consolidated Statement
of Comprehensive Income/(Loss). As of the balance sheet date, the Group has not capitalized any development costs.
", "dimensions": { "concept": "ifrs-full:DescriptionOfAccountingPolicyForResearchAndDevelopmentExpenseExplanatory", "language": "en", "entity": "scheme:213800LVPDNO2Z9T9I39", "period": "2025-01-01T00:00:00/2026-01-01T00:00:00" } }, "f-540": { "value": "
Provisions
A provision is recognized in the Consolidated Statement of Financial Position when the Group has a present legal or constructive
obligation due to a past event that can be reliably measured, and it is probable that an outflow of economic benefits will be
required to settle the obligation. Provisions are determined by discounting the expected future cash flows at a pre-tax rate that
reflects risks specific to the liability.
", "dimensions": { "concept": "ifrs-full:DescriptionOfAccountingPolicyForProvisionsExplanatory", "language": "en", "entity": "scheme:213800LVPDNO2Z9T9I39", "period": "2025-01-01T00:00:00/2026-01-01T00:00:00" } }, "f-541": { "value": "
Leases
The Group\u2019s leases are virtually all leases of real estate for use in operations. The Group includes options that are reasonably certain to
be exercised as part of the determination of the lease term. The group determines if an arrangement is a lease at inception of the
contract in accordance with guidance detailed in IFRS 16. Right-of-use (\"ROU\") assets represent the Group\u2019s right to use an underlying
asset for the lease term and lease liabilities represent the Group's obligation to make lease payments arising from the lease. Operating
lease ROU assets and lease liabilities are recognized at commencement date based on the present value of the lease payments over
the lease term. As most of the Group's leases do not provide an implicit rate, the Group used its estimated incremental borrowing rate,
based on information available at commencement date, in\u00a0determining the present value of future payments.
The Group has elected to account for lease payments as an expense on a straight-line basis over the life of the lease for:
\u2014 Leases with a term of 12 months or less and containing no purchase options; and
\u2014 Leases where the underlying asset has a value of less than $5,000.
The right-of-use asset is depreciated on a straight-line basis and the related lease liability gives rise to an interest charge.", "dimensions": { "concept": "ifrs-full:DescriptionOfAccountingPolicyForLeasesExplanatory", "language": "en", "entity": "scheme:213800LVPDNO2Z9T9I39", "period": "2025-01-01T00:00:00/2026-01-01T00:00:00" } }, "f-542": { "value": "
Finance Income and Finance Costs
Finance income consists of interest income on funds invested in money market funds and U.S. treasuries. Finance income is
recognized as it is earned. Finance costs consist mainly of loan, notes and lease liability interest expenses, interest expense due to
accretion of and adjustment to sale of future royalties liability as well as the changes in the fair value of financial liabilities carried at
FVTPL (such changes can consist of finance income when the fair value of such financial liabilities decrease).
", "dimensions": { "concept": "ifrs-full:DescriptionOfAccountingPolicyForFinanceIncomeAndCostsExplanatory", "language": "en", "entity": "scheme:213800LVPDNO2Z9T9I39", "period": "2025-01-01T00:00:00/2026-01-01T00:00:00" } }, "f-543": { "value": ". Finance income is recognized as it is earned.", "dimensions": { "concept": "ifrs-full:DisclosureOfFinanceIncomeExplanatory", "language": "en", "entity": "scheme:213800LVPDNO2Z9T9I39", "period": "2025-01-01T00:00:00/2026-01-01T00:00:00" } }, "f-545": { "value": "Finance costs consist mainly of loan, notes and lease liability interest expenses, interest expense due to
accretion of and adjustment to sale of future royalties liability as well as the changes in the fair value of financial liabilities carried at
FVTPL (such changes can consist of finance income when the fair value of such financial liabilities decrease).
", "dimensions": { "concept": "ifrs-full:DisclosureOfFinanceCostExplanatory", "language": "en", "entity": "scheme:213800LVPDNO2Z9T9I39", "period": "2025-01-01T00:00:00/2026-01-01T00:00:00" } }, "f-544": { "value": "Finance costs consist mainly of loan, notes and lease liability interest expenses, interest expense due to
accretion of and adjustment to sale of future royalties liability as well as the changes in the fair value of financial liabilities carried at
FVTPL (such changes can consist of finance income when the fair value of such financial liabilities decrease).
", "dimensions": { "concept": "ifrs-full:DescriptionOfAccountingPolicyForFinanceCostsExplanatory", "language": "en", "entity": "scheme:213800LVPDNO2Z9T9I39", "period": "2025-01-01T00:00:00/2026-01-01T00:00:00" } }, "f-546": { "value": "
Taxation
Tax on the profit or loss for the year comprises current and deferred income tax. In accordance with IAS 12, tax is recognized in the
Consolidated Statement of Comprehensive Income/(Loss) except to the extent that it relates to items recognized directly in equity.
Current income tax is the expected tax payable or receivable on the taxable income or loss for the year, using tax rates enacted or
substantially enacted at the reporting date, and any adjustment to tax payable in respect of previous years.
Deferred tax is recognized due to temporary differences between the carrying amounts of assets and liabilities for financial reporting
purposes and the amounts used for taxation purposes. Deferred tax assets are recognized for unused tax losses, unused tax credits
and deductible temporary differences to the extent that it is probable that future taxable profits will be available against which they
can be used. Deferred tax assets with respect to investments in associates are recognized only to the extent that it is probable the
temporary difference will reverse in the foreseeable future and taxable profit will be available against which the temporary difference
can be utilized. Deferred tax assets are reviewed at each reporting date and are reduced to the extent that it is no longer probable
that the related tax benefit will be realized.
1.
Material Accounting Policies continued
Deferred tax is measured at the tax rates that are expected to be applied to temporary differences when they reverse, using tax
rates enacted or substantively enacted at the reporting date.
Deferred income tax assets and liabilities are offset when there is a legally enforceable right to offset current tax assets against current
tax liabilities and when the deferred income tax assets and liabilities relate to income taxes levied by the same taxation authority on
either the same taxable entity or different taxable entities where there is an intention to settle the balances on a net basis.
", "dimensions": { "concept": "ifrs-full:DescriptionOfAccountingPolicyForIncomeTaxExplanatory", "language": "en", "entity": "scheme:213800LVPDNO2Z9T9I39", "period": "2025-01-01T00:00:00/2026-01-01T00:00:00" } }, "f-547": { "value": "
Deferred tax is measured at the tax rates that are expected to be applied to temporary differences when they reverse, using tax
rates enacted or substantively enacted at the reporting date.
Deferred income tax assets and liabilities are offset when there is a legally enforceable right to offset current tax assets against current
tax liabilities and when the deferred income tax assets and liabilities relate to income taxes levied by the same taxation authority on
either the same taxable entity or different taxable entities where there is an intention to settle the balances on a net basis.
", "dimensions": { "concept": "ifrs-full:DisclosureOfDeferredTaxesExplanatory", "language": "en", "entity": "scheme:213800LVPDNO2Z9T9I39", "period": "2025-01-01T00:00:00/2026-01-01T00:00:00" } }, "f-548": { "value": "
Fair Value Measurements
The Group\u2019s accounting policies require that certain financial assets and certain financial liabilities be measured at their fair value.
The Group uses valuation techniques that are appropriate in the circumstances and for which sufficient data are available to measure
fair value, maximizing the use of relevant observable inputs and minimizing the use of unobservable inputs. Fair values are
categorized into different levels in a fair value hierarchy based on the inputs used in the valuation techniques as follows:
\u2014 Level 1: quoted prices (unadjusted) in active markets for identical assets or liabilities.
\u2014 Level 2: inputs other than quoted prices included in Level 1 that are observable for the asset or liability, either directly
(i.e.\u00a0as\u00a0prices) or indirectly (i.e. derived from prices).
\u2014 Level 3: inputs for the asset or liability that are not based on observable market data (unobservable inputs).
The Group recognizes transfers between levels of the fair value hierarchy at the end of the reporting period during which the change
has occurred.
The carrying amount of cash and cash equivalents, accounts receivable, restricted cash, deposits, accounts payable, accrued
expenses and other current liabilities in the Group\u2019s Consolidated Statement of Financial Position approximates their fair value
because of the short maturities of these instruments.", "dimensions": { "concept": "ifrs-full:DescriptionOfAccountingPolicyForFairValueMeasurementExplanatory", "language": "en", "entity": "scheme:213800LVPDNO2Z9T9I39", "period": "2025-01-01T00:00:00/2026-01-01T00:00:00" } }, "f-549": { "value": "
Operating Segments
Operating segments are reported in a manner that is consistent with the internal reporting provided to the chief operating decision
maker (\u201cCODM\u201d). The CODM reviews discrete financial information for the operating segments in order to assess their performance
and is responsible for making decisions about resources allocated to the segments. The CODM has been identified as the Group\u2019s
Board of Directors.
", "dimensions": { "concept": "ifrs-full:DescriptionOfAccountingPolicyForSegmentReportingExplanatory", "language": "en", "entity": "scheme:213800LVPDNO2Z9T9I39", "period": "2025-01-01T00:00:00/2026-01-01T00:00:00" } }, "f-550": { "value": "
The Group has applied the IFRS Interpretations Committee (\"Committee\")'s agenda decision published by the International
Accounting Standards Board in July 2024, for the first time for its reporting period ended December 31, 2025. This Committee
agenda decision clarifies certain requirements for disclosure of revenue and expenses for reporting segments under IFRS 8,
Operating Segments. The adoption of this Committee agenda decision did not have any impact on the amounts recognized or
disclosed in prior and current periods.
In April 2024, IFRS 18, Presentation and Disclosure in Financial Statements was issued to achieve comparability of the financial
performance of similar entities. The standard, which replaces IAS 1 Presentation of Financial Statements, impacts the presentation of
primary financial statements and notes, including the statement of earnings where companies will be required to present separate
categories of income and expense for operating, investing, and financing activities with prescribed subtotals for each new category.
The standard will also require management-defined performance measures to be explained and included in a separate note within
the consolidated financial statements. The standard is effective for annual reporting periods beginning on or after January 1, 2027,
including interim financial statements, and requires retrospective application. The Group is currently assessing the impact of the
new\u00a0standard.
In May 2024, Amendments to IFRS 9 and IFRS 7, Targeted Improvements to Financial Instruments Standards, was issued to clarify the
date of recognition and derecognition of some financial assets and liabilities, with a new exception for some financial liabilities
settled through an electronic cash transfer system; clarify and add further guidance for assessing whether a financial asset meets the
solely payments of principal and interest (SPPI) criterion; add new disclosures for certain instruments with contractual terms that can
change cash flows (such as some instruments with features linked to the achievement of environment, social and governance (ESG)
targets); and update the disclosures for equity instruments designated at fair value through other comprehensive income (FVOCI).
The standard is effective for annual reporting periods beginning on or after January 1, 2026, including interim financial statements,
and requires prospective application. The Group does not expect these amendments to have a material impact on the Group's
Consolidated Financial Statements.
On July 18, 2024, IASB issued five standards as a result of IASB\u2019s annual improvements project. IASB uses the annual improvements
process to make necessary, but non-urgent, amendments to IFRS Accounting Standards that will not be included as part of another
major project. The amended standards are: IFRS 1 \u2013 First-time Adoption of International Financial Reporting Standards, IFRS 7 and
its accompanying Guidance on implementing IFRS 7, IFRS 9, IFRS 10 \u2013 Consolidated Financial Statements and IAS 7 \u2013 Statement of
Cash Flows. The effective date for adoption of these amendments is annual reporting periods beginning on or after January 1, 2026,
and early adoption is permitted. The Group does not expect these amendments to have a material impact on the Group's
Consolidated Financial Statements.
", "dimensions": { "concept": "ifrs-full:DescriptionOfExpectedImpactOfInitialApplicationOfNewStandardsOrInterpretations", "language": "en", "entity": "scheme:213800LVPDNO2Z9T9I39", "period": "2025-01-01T00:00:00/2026-01-01T00:00:00" } }, "f-551": { "value": "
3.
Revenue
Revenue recorded in the Consolidated Statement of Comprehensive Income/(Loss) consists of the following:
For the years ended December 31,
2025
$
2024
$
2023
$
Contract revenue
4,659
4,315
750
Grant revenue
\u2014
513
2,580
Total revenue
4,659
4,828
3,330
All amounts recorded in contract revenue were generated in the United States.
During the years ended December 31, 2025, and 2024 the Group recognized\u00a0 $4,659 and $315, respectively in royalty revenue
pursuant to a license agreement executed in 2011 with Karuna Therapeutics, Inc. (\"Karuna\"). Under the terms of the license
agreement, Karuna and its acquirer Bristol Myers Squibb (\"BMS\") pays the Group a royalty that amounts to 3% of annual net sales
of\u00a0Cobenfy.
During the year ended December 31, 2024, the Group achieved and received a $4,000 milestone payment from BMS following the
approval by the U.S. Food and Drug Administration (\"FDA\") to market KarXT as Cobenfy, pursuant to the license agreement
discussed above. This milestone payment was recognized as contract revenue during the year ended December 31, 2024.
The Group\u2019s contract related to contract revenue for the year ended December 31, 2023 was determined to have a single
performance obligation which consisted of a deliverable of research and development services. For such contract, revenue was
recognized over time based on the input method which the Group believes is a faithful depiction of the transfer of goods and
services. Progress was measured based on costs incurred to date as compared to total projected costs. Payments for such contract
were primarily made up-front on a periodic basis.
Disaggregated Revenue
The Group disaggregates contract revenue in a manner that depicts how the nature, amount, timing, and uncertainty of revenue and
cash flows are affected by economic factors. The Group disaggregates revenue based on contract revenue or grant revenue, and
further disaggregates contract revenue based on the transfer of control of the underlying performance obligations.
Timing of contract revenue recognition
for the years ended December 31,
2025
$
2024
$
2023
$
Transferred at a point in time
4,659
4,315
\u2014
Transferred over time
\u2014
\u2014
750
4,659
4,315
750
Customers over 10% of revenue
2025
$
2024
$
2023
$
Customer A
\u2014
\u2014
750
Customer B
4,659
4,315
\u2014
4,659
4,315
750
Accounts receivable represent rights to consideration in exchange for services that have been transferred by the Group, when
payment is unconditional and only the passage of time is required before payment is due. Accounts receivable do not bear interest
and are recorded at the invoiced amount. Accounts receivable are included within trade and other receivables on the Consolidated
Statement of Financial Position. The accounts receivable related to contract revenue were $1,517 and $868 as of December 31, 2025
and 2024, respectively.", "dimensions": { "concept": "ifrs-full:DisclosureOfRevenueExplanatory", "language": "en", "entity": "scheme:213800LVPDNO2Z9T9I39", "period": "2025-01-01T00:00:00/2026-01-01T00:00:00" } }, "f-552": { "value": "4659000.0", "decimals": -3, "dimensions": { "concept": "ifrs-full:RevenueFromContractsWithCustomers", "entity": "scheme:213800LVPDNO2Z9T9I39", "period": "2025-01-01T00:00:00/2026-01-01T00:00:00", "unit": "iso4217:USD" } }, "f-553": { "value": "0.0", "decimals": -3, "dimensions": { "concept": "ifrs-full:RevenueFromGovernmentGrants", "entity": "scheme:213800LVPDNO2Z9T9I39", "period": "2025-01-01T00:00:00/2026-01-01T00:00:00", "unit": "iso4217:USD" } }, "f-554": { "value": "4659000.0", "decimals": -3, "dimensions": { "concept": "ifrs-full:Revenue", "entity": "scheme:213800LVPDNO2Z9T9I39", "period": "2025-01-01T00:00:00/2026-01-01T00:00:00", "unit": "iso4217:USD" } }, "f-555": { "value": "
4.
Segment Information
Basis for Segmentation
The Directors are the Group\u2019s chief operating decision-makers. The Group\u2019s operating segments are determined based on the
financial information provided to the Board of Directors periodically for the purposes of allocating resources and assessing
performance. The Group has determined each of its Wholly-Owned programs represents an operating segment and the Group has
aggregated each of these operating segments into one reportable segment, the Wholly-Owned segment. Each of the Group\u2019s
Controlled Founded Entities represents an operating segment. The Group aggregates each Controlled Founded Entity operating
segment into one reportable segment, the Controlled Founded Entities segment. The aggregation is based on the high level of
operational and financial similarities of the operating segments. For the Group\u2019s entities that do not meet the definition of an
operating segment, the Group presents this information in the Parent Company and Other column in its segment footnote to
reconcile the information in this footnote to the Consolidated Financial Statements. Substantially all of the Group\u2019s revenue and
profit generating activities are generated within the United States and, accordingly, no geographical disclosures are\u00a0provided.
Following is the description of the Group's reportable segments:
Wholly-Owned Segment
The Wholly-Owned segment is advancing Wholly-Owned programs which are focused on treatments for patients with devastating
diseases. The Wholly-Owned segment is comprised of the technologies that are wholly-owned and will be advanced through
with\u00a0either the Group's funding or non-dilutive sources of financing. The operational management of the Wholly-Owned segment
is\u00a0conducted by the PureTech Health team, which is responsible for the strategy, business development, and research
and\u00a0development.
Controlled Founded Entities Segment
The Controlled Founded Entities segment is comprised of the Group\u2019s consolidated operational subsidiaries as of December 31,
2025 that either have, or have plans to hire, independent management teams and currently have already raised third-party dilutive
capital. These subsidiaries have active research and development programs and have an equity or debt investment partner, who
will\u00a0provide additional industry knowledge and access to networks, as well as additional funding to continue the pursued growth
of\u00a0the entity.
The Group\u2019s entities that were determined not to meet the definition of an operating segment are included in the Parent Company
and Other column to reconcile the information in this footnote to the Consolidated Financial Statements. This column captures
activities not directly attributable to the Group's operating segments and includes the activities of the Parent, corporate support
functions, certain research and development support functions that are not directly attributable to a strategic business segment as
well as the elimination of intercompany transactions. This column also captures the operating results for the deconsolidated entities
through the date of deconsolidation (e.g. Seaport in 2024, and Vedanta in 2023) and accounting for the Group's holdings in
Founded Entities for which control has been lost, which primarily represent: the activity associated with deconsolidating an entity
when the Group no longer controls the entity, the gain or loss on the Group's investments accounted for at fair value (e.g. the
Group's ownership stakes in Seaport, Vedanta, and Sonde) and the Group's net income or loss of associates accounted for using
the\u00a0equity method.
The term \"Founded Entities\" refers to entities which the Group incorporated and announced the incorporation as a Founded Entity
externally. It includes certain of the Group\u2019s wholly-owned subsidiaries which have been announced by the Group as Founded
Entities, Controlled Founded Entities and deconsolidated Founded Entities.
Changes within the Reportable Segments
There was no change to the reportable segments in 2025 or 2024, except for the changes to the composition of the reportable
segments as described below.
In August 2025, the Group announced a new Founded Entity, Celea Therapeutics (\"Celea\") to advance our deupirfenidone (LYT-100)
program if external funding is secured. The financial results of this program, which is currently housed within PureTech LYT 100, Inc.
were included in the Wholly-Owned segment as of and for the year ended December 31, 2025. Upon raising dilutive third-party
financing, the financial results of this program will be included in the Controlled Founded Entities segment or Parent and Other
column depending on if the Group maintains control over this entity.
In January 2024, the Group launched two new Founded Entities (Seaport Therapeutics \"Seaport\" and Gallop Oncology \"Gallop\") to
advance certain programs from the Wholly-Owned segment. The financial results of these programs were included in the Wholly-
Owned segment as of and for the year ended December 31, 2023.
Seaport was deconsolidated on October 18, 2024 upon the completion of its Series B preferred share financing. The financial results
of Seaport through the date of deconsolidation are included within the Parent Company and Other column as of December 31,
2024. It is impracticable for the Group to recast its segment results for the year ended December 31, 2023 as the cost to develop
the\u00a0information would be excessive. However, as Seaport is a pre-commercial, clinical-stage biopharmaceutical company, it
primarily\u00a0performs research and development activities. Seaport incurred direct research and development expenses of $8,843 for
the year ended December 31, 2023, which are included in the Wholly-Owned segment. Seaport incurred direct research and
development expenses of $5,061 for the year ended December 31, 2024, prior to its deconsolidation from the Group\u2019s Consolidated
Financial Statements.
As Gallop has not raised dilutive third-party financing as of December 31, 2025, the financial results of Gallop were included in the
Wholly-Owned segment as of and for the years ended December 31, 2025 and 2024.
As of December 31, 2024, Alivio was dormant and did not meet the definition of operating segment. Therefore, the financial results
of Alivio were removed from the Wholly-Owned segment and are included in the Parent Company and Other column. The
corresponding information for 2023 has been restated to include Alivio in the Parent Company and Other column so that the
segment disclosures are presented on a comparable basis.
4.
Segment Information continued
The Group\u2019s Board of Directors reviews segment performance and allocates resources based upon revenue, operating loss as well
as the funds available for each segment. The Board of Directors does not review any other information for purposes of assessing
segment performance or allocating resources.
For the year ended December 31, 2025
Wholly-Owned
Segment
$
Controlled
Founded
Entities
Segment
$
Parent
Company and
Other
$
Consolidated
$
Contract revenue
\u2014
\u2014
4,659
4,659
Total revenue
\u2014
\u2014
4,659
4,659
General and administrative expenses
(11,401)
(120)
(35,097)
(46,618)
Research and development expenses
(55,900)
(701)
34
(56,567)
Total operating expenses
(67,301)
(821)
(35,063)
(103,185)
Operating income/(loss)
(67,301)
(821)
(30,405)
(98,527)
Income/(expenses) not allocated to segments
Other income/(expense):
Gain/(loss) on investment held at fair value
38,485
Realized gain/(loss) on sale of investments
375
Gain/(loss) on investment in notes from associates
(3,628)
Other income/(expense)
1,331
Total other income/(expense)
36,564
Net finance income/(costs)
(32,735)
Share of net income/(loss) of associates accounted for using the
equity method
(17,928)
Gain on dilution of ownership interest in associate
1,699
Income/(loss) before taxes
(110,927)
As of December 31, 2025
Available Funds
Cash and cash equivalents
6,361
116
245,993
252,470
Short-term Investments
\u2014
\u2014
24,829
24,829
Consolidated cash, cash equivalents and short-term investments
6,361
116
270,822
277,299
4.
Segment Information continued
For the year ended December 31, 2024
Wholly-Owned\u00a0
Segment
$
Controlled
Founded
Entities
Segment
$
Parent
Company and
Other
$
Consolidated
$
Contract revenue
\u2014
\u2014
4,315
4,315
Grant revenue
513
\u2014
\u2014
513
Total revenue
513
\u2014
4,315
4,828
General and administrative expenses
(8,888)
(173)
(62,408)
(71,469)
Research and development expenses
(56,849)
(672)
(11,933)
(69,454)
Total operating expenses
(65,737)
(845)
(74,341)
(140,923)
Operating income/(loss)
(65,224)
(845)
(70,026)
(136,095)
Income/(expenses) not allocated to segments
Other income/(expense):
Gain on deconsolidation
151,808
Gain/(loss) on investment held at fair value
(2,398)
Realized gain/(loss) on sale of investments
151
Gain/(loss) on investment in notes from associates
13,131
Other income/(expense)
961
Total other income/(expense)
163,652
Net finance income/(costs)
4,773
Share of net income/(loss) of associates accounted for using the
equity\u00a0method
(8,754)
Gain on dilution of ownership interest in associate
199
Income/(loss) before taxes
23,774
As of December 31, 2024
Available Funds
Cash and cash equivalents
9,062
432
271,148
280,641
Short-term Investments
\u2014
\u2014
86,666
86,666
Consolidated cash, cash equivalents and short-term investments
9,062
432
357,814
367,307
For the year ended December 31, 2023
Wholly-Owned
Segment
$
Controlled
Founded
Entities
Segment
$
Parent
Company and
Other
$
Consolidated
$
Contract revenue
\u2014
750
\u2014
750
Grant revenue
270
\u2014
2,310
2,580
Total revenue
270
750
2,310
3,330
General and administrative expenses
(13,203)
(562)
(39,530)
(53,295)
Research and development expenses
(87,069)
(672)
(8,494)
(96,235)
Total operating expenses
(100,272)
(1,233)
(48,024)
(149,530)
Operating income/(loss)
(100,002)
(483)
(45,714)
(146,199)
Income/(expenses) not allocated to segments
Other income/(expense):
Gain on deconsolidation
61,787
Gain/(loss) on investment held at fair value
77,945
Realized gain/(loss) on sale of investments
(122)
Gain/(loss) on investment in notes from associates
(27,630)
Other income/(expense)
(908)
Total other income/(expense)
111,072
Net finance income/(costs)
5,078
Share of net income/(loss) of associates accounted for using the
equity\u00a0method
(6,055)
Income/(loss) before taxes
(36,103)
", "dimensions": { "concept": "ifrs-full:DisclosureOfEntitysReportableSegmentsExplanatory", "language": "en", "entity": "scheme:213800LVPDNO2Z9T9I39", "period": "2025-01-01T00:00:00/2026-01-01T00:00:00" } }, "f-557": { "value": "
5.
Investments Held at Fair Value
Investments held at fair value include both unlisted and listed securities held by the Group. These investments, which include
interests in Seaport, Vedanta and Sonde along with other insignificant investments as of December 31, 2025, are initially measured
at fair value, and are subsequently re-measured at fair value at each reporting date with changes in fair value recorded through
profit and loss. See Note 19. Financial Instruments for information regarding the valuation of these instruments. Activities related to
such investments during the periods are shown below:
Balance under
IFRS 9
Equity method
loss recorded
against LTI
Carrying
Amount
Investments held at fair value
$
$
$
Balance as of January 1, 2024
317,841
317,841
Sale of Karuna shares
(292,672)
(292,672)
Investment in Seaport preferred shares - Seaport deconsolidation
179,248
179,248
Sale of Akili shares
(5,437)
(5,437)
Gain realized on sale of Karuna shares
151
151
Gain/(loss) \u2013 changes in fair value through profit and loss
(2,398)
(2,398)
Equity method losses recorded against LTI, net
(5,307)
(5,307)
Balance as of December 31, 2024
196,733
(5,307)
191,426
Sale of Vor Shares
(2,753)
(2,753)
Gain realized on sale of Vor shares
375
375
Investment in Vedanta preferred shares
888
888
Conversion of Vedanta note to preferred shares
2,836
2,836
Gain/(loss) \u2013 changes in fair value through profit and loss
38,485
38,485
Equity method losses recorded against LTI, net
(13,831)
(13,831)
Balance as of December 31, 2025
236,564
(19,138)
217,426
Seaport
On October 18, 2024, Seaport Therapeutics, Inc. (\"Seaport\") completed a Series B preferred share financing, which resulted in the
Group\u2019s voting interest being below 50% and the Group losing control over Seaport Board of Directors. Consequently, the Group
no longer had the power to direct the relevant Seaport activities. As a result, Seaport was deconsolidated on this date and its results
of operations are included in the Consolidated Financial Statements through the date of deconsolidation. See Note 8. Gain/(loss) on
Deconsolidation of Subsidiary. Following deconsolidation, the Group still has significant influence in Seaport through its voting
interest in Seaport and its remaining representation on Seaport's Board of Directors. Upon deconsolidation, the Group owns
950,000 of common stock, 40,000,000 of Series A-1 preferred stock, 8,421,052 of Series A-2 preferred stock, and 3,031,578 of Series B
preferred stock. The common shares are subject to IAS 28 Investments in Associates and Joint Ventures due to the significant
influence the Group retained and are accounted for under the equity method. See Note 6. Investments in Associates. The Group's
preferred shares do not provide their shareholders with access to returns associated with a residual equity interest and as such, are
accounted for under IFRS 9 as investments held at fair value with changes in fair value recorded in profit and loss. Under IFRS 9, the
preferred share investments are categorized as debt instruments that are presented at fair value through profit and loss because the
amounts receivable do not represent solely payments of principal and interest. As of December 31, 2025 and 2024, these preferred
shares had a fair value of $236,003 and $177,288, respectively.
The fair value of the preferred shares is determined by management using a valuation model that utilizes both the market backsolve
and probability-weighted expected return methods. The valuation of the investment is categorized as Level 3 in the fair value
hierarchy due to the use of significant unobservable inputs, which have a significant effect on the valuation. The significant
assumptions in the valuation include the estimated equity value of Seaport and the probability of Seaport entering into an initial
public offering. See Note 19. Financial Instruments for valuation of these preferred shares.
During the year ended December 31, 2025 and 2024, the Group recognized a gain of $58,715 and a loss of $1,960 for the changes in
the fair value of the investment in Seaport that was included in gain/(loss) on investments held at fair value within the Consolidated
Statement of Comprehensive Income/(Loss). For the year ended December 31, 2025, the increase in fair value of $58,715 was
reduced by $19,138, which represented the excess equity method losses from the Group's investment in Seaport common stock.
The recognition of the $19,138 loss against the investment in Seaport's Preferred A-1, A-2\u00a0and B shares occurred because the
Group\u2019s share of equity method losses from applying the equity method of accounting to its investment in Seaport\u2019s common shares
was greater than its equity method investment balance and because the Group\u2019s investment in Seaport\u2019s Preferred A-1, A-2\u00a0and B
shares represents a long-term interest (\"LTI\"). The $19,138 loss was included in share of net income/(loss) of\u00a0associates accounted
for using the equity method within the Consolidated Statement of Comprehensive Income/(Loss) as it represented a portion of the
Group\u2019s share of equity method losses from applying the equity method of accounting.
5.
Investments Held at Fair Value continued
Vedanta
2023
On March 1, 2023, Vedanta issued convertible debt to a syndicate of investors. The Group did not participate in this round of
financing. As part of the issuance of the debt, the convertible debt holders were granted representation on Vedanta's Board of
Directors and the Group lost control over the Vedanta Board of Directors and the power to direct the relevant Vedanta activities.
Consequently, Vedanta was deconsolidated on March 1, 2023 and its results of operations were included in the Consolidated
Financial Statements through the date of deconsolidation. See Note 8. Gain/(loss) on Deconsolidation of Subsidiary.
Following Vedanta's deconsolidation, the Group had significant influence over Vedanta through its voting interest in Vedanta and its
remaining representation on Vedanta's Board of Directors.
2025
On August 5, 2025, Vedanta completed a recapitalization of its capital structure. Vedanta issued new Series A convertible preferred
shares to investors. The Group invested $888 in exchange for 1,477,692 shares of Series A convertible preferred stock. In addition,
as part of the recapitalization, the Group\u2019s secured convertible promissory note in the principal amount of $5,000 was converted into
10,129,586 shares of Vedanta Series A-1 convertible preferred shares and the Group\u2019s existing investment in Vedanta\u2019s convertible
preferred shares was converted into 577,851 shares of Vedanta common stock. Following Vedanta's recapitalization, the Group's
ownership interest was reduced to 5.1% and, thus, the Group no longer has significant influence over Vedanta's relevant activities.
The Group's investments in Vedanta convertible preferred shares prior to or after the 2025 recapitalization do not provide it with
access to returns associated with a residual equity interest, and, as such, are accounted for under IFRS 9 as investments held at fair
value with changes in fair value recorded in profit and loss. Under IFRS 9, the preferred share investments are categorized as debt
instruments that are presented at fair value through profit and loss because the amounts receivable do not represent solely
payments of principal and interest. The Group's investments in Vedanta common stock is accounted for at fair value under IFRS 9 as
investments held at fair value with changes in fair value recorded in profit and loss.
During the years ended December 31, 2025, 2024 and 2023, the Group recognized losses of $14,335, $2,990, and $6,303,
respectively, for the changes in the fair value of the investment in Vedanta that were included in gain/(loss) on investments held at
fair value within the Consolidated Statement of Comprehensive Income/(Loss). The fair value of the Group\u2019s investment in Vedanta
was $553 and $11,163 as of December 31, 2025 and 2024, respectively.
Sonde
On May 25, 2022, Sonde completed a Series B preferred share financing, which resulted in the Group losing control over Sonde and
the deconsolidation of Sonde.
Following deconsolidation, the Group still has significant influence in Sonde through its 48.2% voting interest in Sonde and its
remaining representation on Sonde's Board of Directors. The Group holds Preferred A-1, A-2 and B shares. The Preferred A-1 shares
have the same terms as common stock and provide their shareholders with access to returns associated with a residual equity
ownership in Sonde. Consequently, the investment in Preferred A-1 shares is accounted for under the equity method. See Note 6.
Investments in Associates. The convertible Preferred A-2 and B shares do not provide their shareholders with access to returns
associated with a residual equity interest and as such, are accounted for under IFRS 9 as investments held at fair value with changes
in fair value recorded in profit and loss. Under IFRS 9, the A-2 and B preferred share investments are categorized as debt instruments
that are presented at fair value through profit and loss because the amounts receivable do not represent solely payments of
principal and interest.
The Group\u2019s investment in Sonde\u2019s Preferred A-2 and B shares represents a LTI. When the Group\u2019s share of equity method losses
from applying the equity method of accounting to its investment in Sonde\u2019s Preferred A-1 shares is greater than its equity method
investment balance, the additional loss is applied to the LTI. In accordance with IAS 28, IFRS 9 should be applied independently
ignoring any prior equity method loss absorption. The prior year excess equity method losses absorbed by the LTI should be
reversed if the LTI's fair value decreases.
During the year ended December 31, 2023, the Group recognized a loss of $994 for the changes in the fair value of the investment in
Sonde that was included in gain/(loss) on investments held at fair value within the Consolidated Statement of Comprehensive
Income/(Loss).
As of December 31, 2024, the fair value of the Group\u2019s investment in Sonde Preferred A-2 and B shares was $5,307 prior to applying
the excess equity method losses from the investment in Sonde Preferred A-1 shares. After the excess equity method losses were
applied, the balance of the investment in Sonde Preferred A-2 and B shares was $0. During the year ended December 31, 2024, the
Group recognized a loss of $5,102 for the changes in the fair value of its investment in Sonde's Preferred A-2 and B shares that was
included in gain/(loss) on investments held at fair value within the Consolidated Statement of Comprehensive Income/(Loss). In
addition, the Group also recognized a loss of $5,307 on its investment in Sonde\u2019s Preferred A-2 and B shares because the Group\u2019s
share of equity method losses was greater than its equity method investment balance. The additional loss was included in share of
net income/(loss) of associates accounted for using the equity method within the Consolidated Statement of Comprehensive
Income/(Loss).
5.
Investments Held at Fair Value continued
As of December 31, 2025, the fair value of the Group's investment in Sonde Preferred A-2 and B shares was $0, a fair value reduction of
$5,307 from December 31, 2024. Due to the decrease in the fair value of Sonde\u2019s Preferred A-2 and B shares under IFRS 9, during the year
ended December 31, 2025, the Group recognized the decrease in fair value within gain/(loss) on investments held at fair value in the
Consolidated Statement of Comprehensive Income/(Loss) and reversed $5,307 of equity method loss that had reduced the fair value of
Sonde\u2019s Preferred A-2 and B shares in the prior year. The reversal of $5,307 was include d in the Group\u2019s share of net income/(loss) of
associates accounted for using the equity method within the Consolidated Statement of Comprehensive Income/(Loss).
Vor
Vor was deconsolidated in February 2019 after its initial public offering.
As of December 31, 2024, the Group held 2,671,800 shares of Vor common stock with fair value of $2,966. On June 26, 2025, the
Group sold its remaining shares of Vor common stock at $1.03 per share for aggregate proceeds of $2,753 before income tax. As a
result of this transaction, the Group recognized a gain of $375 which was included in realized gain/(loss) on sale of investments within
the Consolidated Statement of Comprehensive Income/(Loss). Therefore, the Group no longer holds any ownership interest in Vor.
During the years ended December 31, 2025, 2024 and 2023, the Group recognized losses of $588, $3,046, and $11,756, respectively,
for the changes in the fair value of the investment that were included in gain/(loss) on investments held at fair value within the
Consolidated Statement of Comprehensive Income/(Loss).
Karuna
Karuna was deconsolidated in March 2019. During 2019, Karuna completed its initial public offering and the Group lost its significant
influence in Karuna. The shares held in Karuna were accounted for as an investment held at fair value under IFRS 9.
2023
During the twelve months ended December 31, 2023, the Group sold 167,579 shares of Karuna common stock with aggregate
proceeds of $33,309, net of transaction fees. As of December 31, 2023, the Group held 886,885 shares, or 2.3%, of the total
outstanding Karuna common stock with a fair value of $280,708.
2024
In March 2024, Karuna common shares were acquired by Bristol Myers Squibb for $330 per share in accordance with the terms of
a\u00a0definitive merger agreement signed in December 2023. As a result of this transaction, the Group received total proceeds of
$292,672 before income tax in exchange for its holding of 886,885 shares of Karuna common stock. As a result, the Group no longer
holds any ownership interest in Karuna.
During the years ended December 31, 2024 and 2023, the Group recognized gains of $11,813 and $107,079, respectively, for the
changes in the fair value of the Karuna investment that were included in gain/(loss) on investments held at fair value within the
Consolidated Statement of Comprehensive Income/(Loss).
Akili
Akili was deconsolidated in 2018. At the time of deconsolidation, the Group did not hold common shares in Akili and the preferred
shares it held did not have equity-like features. Therefore, the preferred shares held by the Group fell under the guidance of IFRS 9
and were treated as a financial asset held at fair value and changes to the fair value of the preferred shares were recorded through
the Consolidated Statement of Comprehensive Income/(Loss), in accordance with IFRS 9.
On July 2, 2024, Akili was acquired by Virtual Therapeutics, and the Group received total proceeds of $5,437 before income taxes
in\u00a0exchange for its holding of 12,527,476 shares of Akili common stock. As a result, the Group no longer holds any ownership interest
in Akili.
During the years ended December 31, 2024 and 2023, the Group recognized losses of $985, and $8,681, respectively, for the
changes in the fair value of the investment in Akili that were included in gain/(loss) on investments held at fair value within the
Consolidated Statement of Comprehensive Income/(Loss).
Gelesis
Gelesis was deconsolidated in July 2019. On January 13, 2022, Gelesis completed its business combination with Capstar Special
Purpose Acquisition Corp (\"Capstar\"). Gelesis became a wholly-owned subsidiary of Capstar and Capstar changed its name to Gelesis
Holdings, Inc., which began trading on the New York Stock Exchange under the ticker symbol \"GLS\" on January 14, 2022. As the
Group had significant influence over Gelesis, the investment in Gelesis common shares was accounted for under the equity method.
Please refer to Note 6. Investments in Associates for information regarding the Group's investment in Gelesis as an associate.
In February and May 2023, as part of Gelesis' issuance of senior secured promissory notes to the Group, Gelesis also issued to the
Group (i) warrants to purchase 23,688,047 shares of Gelesis common stock with an exercise price of $0.2744 per share\u00a0 (ii) warrants
to\u00a0purchase 192,307,692 shares of Gelesis common stock with an exercise price of $0.0182 per share and (iii) warrants to purchase
43,133,803 shares of Gelesis common stock with an exercise price of $0.0142 per share. These warrants expire five years after
issuance and are collectively referred to as the Gelesis 2023 Warrants.
The Gelesis 2023 Warrants were recorded at their initial fair value of $1,121 and then subsequently re-measured to fair value with
changes in fair value recorded through profit and loss.
As Gelesis ceased operations in October 2023, the fair value of the Gelesis 2023 Warrants was written down to $0 as of December
31, 2023. During the year ended December 31, 2023, the Group recognized a loss of $1,264 related to the change in the fair value
of\u00a0these warrants that was included in gain/(loss) on investments held at fair value within the Consolidated Statement of
Comprehensive Income/(Loss).
", "dimensions": { "concept": "ifrs-full:DisclosureOfFinancialInstrumentsAtFairValueThroughProfitOrLossExplanatory", "language": "en", "entity": "scheme:213800LVPDNO2Z9T9I39", "period": "2025-01-01T00:00:00/2026-01-01T00:00:00" } }, "f-556": { "value": "
5.
Investments Held at Fair Value
Investments held at fair value include both unlisted and listed securities held by the Group. These investments, which include
interests in Seaport, Vedanta and Sonde along with other insignificant investments as of December 31, 2025, are initially measured
at fair value, and are subsequently re-measured at fair value at each reporting date with changes in fair value recorded through
profit and loss. See Note 19. Financial Instruments for information regarding the valuation of these instruments. Activities related to
such investments during the periods are shown below:
Balance under
IFRS 9
Equity method
loss recorded
against LTI
Carrying
Amount
Investments held at fair value
$
$
$
Balance as of January 1, 2024
317,841
317,841
Sale of Karuna shares
(292,672)
(292,672)
Investment in Seaport preferred shares - Seaport deconsolidation
179,248
179,248
Sale of Akili shares
(5,437)
(5,437)
Gain realized on sale of Karuna shares
151
151
Gain/(loss) \u2013 changes in fair value through profit and loss
(2,398)
(2,398)
Equity method losses recorded against LTI, net
(5,307)
(5,307)
Balance as of December 31, 2024
196,733
(5,307)
191,426
Sale of Vor Shares
(2,753)
(2,753)
Gain realized on sale of Vor shares
375
375
Investment in Vedanta preferred shares
888
888
Conversion of Vedanta note to preferred shares
2,836
2,836
Gain/(loss) \u2013 changes in fair value through profit and loss
38,485
38,485
Equity method losses recorded against LTI, net
(13,831)
(13,831)
Balance as of December 31, 2025
236,564
(19,138)
217,426
Seaport
On October 18, 2024, Seaport Therapeutics, Inc. (\"Seaport\") completed a Series B preferred share financing, which resulted in the
Group\u2019s voting interest being below 50% and the Group losing control over Seaport Board of Directors. Consequently, the Group
no longer had the power to direct the relevant Seaport activities. As a result, Seaport was deconsolidated on this date and its results
of operations are included in the Consolidated Financial Statements through the date of deconsolidation. See Note 8. Gain/(loss) on
Deconsolidation of Subsidiary. Following deconsolidation, the Group still has significant influence in Seaport through its voting
interest in Seaport and its remaining representation on Seaport's Board of Directors. Upon deconsolidation, the Group owns
950,000 of common stock, 40,000,000 of Series A-1 preferred stock, 8,421,052 of Series A-2 preferred stock, and 3,031,578 of Series B
preferred stock. The common shares are subject to IAS 28 Investments in Associates and Joint Ventures due to the significant
influence the Group retained and are accounted for under the equity method. See Note 6. Investments in Associates. The Group's
preferred shares do not provide their shareholders with access to returns associated with a residual equity interest and as such, are
accounted for under IFRS 9 as investments held at fair value with changes in fair value recorded in profit and loss. Under IFRS 9, the
preferred share investments are categorized as debt instruments that are presented at fair value through profit and loss because the
amounts receivable do not represent solely payments of principal and interest. As of December 31, 2025 and 2024, these preferred
shares had a fair value of $236,003 and $177,288, respectively.
The fair value of the preferred shares is determined by management using a valuation model that utilizes both the market backsolve
and probability-weighted expected return methods. The valuation of the investment is categorized as Level 3 in the fair value
hierarchy due to the use of significant unobservable inputs, which have a significant effect on the valuation. The significant
assumptions in the valuation include the estimated equity value of Seaport and the probability of Seaport entering into an initial
public offering. See Note 19. Financial Instruments for valuation of these preferred shares.
During the year ended December 31, 2025 and 2024, the Group recognized a gain of $58,715 and a loss of $1,960 for the changes in
the fair value of the investment in Seaport that was included in gain/(loss) on investments held at fair value within the Consolidated
Statement of Comprehensive Income/(Loss). For the year ended December 31, 2025, the increase in fair value of $58,715 was
reduced by $19,138, which represented the excess equity method losses from the Group's investment in Seaport common stock.
The recognition of the $19,138 loss against the investment in Seaport's Preferred A-1, A-2\u00a0and B shares occurred because the
Group\u2019s share of equity method losses from applying the equity method of accounting to its investment in Seaport\u2019s common shares
was greater than its equity method investment balance and because the Group\u2019s investment in Seaport\u2019s Preferred A-1, A-2\u00a0and B
shares represents a long-term interest (\"LTI\"). The $19,138 loss was included in share of net income/(loss) of\u00a0associates accounted
for using the equity method within the Consolidated Statement of Comprehensive Income/(Loss) as it represented a portion of the
Group\u2019s share of equity method losses from applying the equity method of accounting.
5.
Investments Held at Fair Value continued
Vedanta
2023
On March 1, 2023, Vedanta issued convertible debt to a syndicate of investors. The Group did not participate in this round of
financing. As part of the issuance of the debt, the convertible debt holders were granted representation on Vedanta's Board of
Directors and the Group lost control over the Vedanta Board of Directors and the power to direct the relevant Vedanta activities.
Consequently, Vedanta was deconsolidated on March 1, 2023 and its results of operations were included in the Consolidated
Financial Statements through the date of deconsolidation. See Note 8. Gain/(loss) on Deconsolidation of Subsidiary.
Following Vedanta's deconsolidation, the Group had significant influence over Vedanta through its voting interest in Vedanta and its
remaining representation on Vedanta's Board of Directors.
2025
On August 5, 2025, Vedanta completed a recapitalization of its capital structure. Vedanta issued new Series A convertible preferred
shares to investors. The Group invested $888 in exchange for 1,477,692 shares of Series A convertible preferred stock. In addition,
as part of the recapitalization, the Group\u2019s secured convertible promissory note in the principal amount of $5,000 was converted into
10,129,586 shares of Vedanta Series A-1 convertible preferred shares and the Group\u2019s existing investment in Vedanta\u2019s convertible
preferred shares was converted into 577,851 shares of Vedanta common stock. Following Vedanta's recapitalization, the Group's
ownership interest was reduced to 5.1% and, thus, the Group no longer has significant influence over Vedanta's relevant activities.
The Group's investments in Vedanta convertible preferred shares prior to or after the 2025 recapitalization do not provide it with
access to returns associated with a residual equity interest, and, as such, are accounted for under IFRS 9 as investments held at fair
value with changes in fair value recorded in profit and loss. Under IFRS 9, the preferred share investments are categorized as debt
instruments that are presented at fair value through profit and loss because the amounts receivable do not represent solely
payments of principal and interest. The Group's investments in Vedanta common stock is accounted for at fair value under IFRS 9 as
investments held at fair value with changes in fair value recorded in profit and loss.
During the years ended December 31, 2025, 2024 and 2023, the Group recognized losses of $14,335, $2,990, and $6,303,
respectively, for the changes in the fair value of the investment in Vedanta that were included in gain/(loss) on investments held at
fair value within the Consolidated Statement of Comprehensive Income/(Loss). The fair value of the Group\u2019s investment in Vedanta
was $553 and $11,163 as of December 31, 2025 and 2024, respectively.
Sonde
On May 25, 2022, Sonde completed a Series B preferred share financing, which resulted in the Group losing control over Sonde and
the deconsolidation of Sonde.
Following deconsolidation, the Group still has significant influence in Sonde through its 48.2% voting interest in Sonde and its
remaining representation on Sonde's Board of Directors. The Group holds Preferred A-1, A-2 and B shares. The Preferred A-1 shares
have the same terms as common stock and provide their shareholders with access to returns associated with a residual equity
ownership in Sonde. Consequently, the investment in Preferred A-1 shares is accounted for under the equity method. See Note 6.
Investments in Associates. The convertible Preferred A-2 and B shares do not provide their shareholders with access to returns
associated with a residual equity interest and as such, are accounted for under IFRS 9 as investments held at fair value with changes
in fair value recorded in profit and loss. Under IFRS 9, the A-2 and B preferred share investments are categorized as debt instruments
that are presented at fair value through profit and loss because the amounts receivable do not represent solely payments of
principal and interest.
The Group\u2019s investment in Sonde\u2019s Preferred A-2 and B shares represents a LTI. When the Group\u2019s share of equity method losses
from applying the equity method of accounting to its investment in Sonde\u2019s Preferred A-1 shares is greater than its equity method
investment balance, the additional loss is applied to the LTI. In accordance with IAS 28, IFRS 9 should be applied independently
ignoring any prior equity method loss absorption. The prior year excess equity method losses absorbed by the LTI should be
reversed if the LTI's fair value decreases.
During the year ended December 31, 2023, the Group recognized a loss of $994 for the changes in the fair value of the investment in
Sonde that was included in gain/(loss) on investments held at fair value within the Consolidated Statement of Comprehensive
Income/(Loss).
As of December 31, 2024, the fair value of the Group\u2019s investment in Sonde Preferred A-2 and B shares was $5,307 prior to applying
the excess equity method losses from the investment in Sonde Preferred A-1 shares. After the excess equity method losses were
applied, the balance of the investment in Sonde Preferred A-2 and B shares was $0. During the year ended December 31, 2024, the
Group recognized a loss of $5,102 for the changes in the fair value of its investment in Sonde's Preferred A-2 and B shares that was
included in gain/(loss) on investments held at fair value within the Consolidated Statement of Comprehensive Income/(Loss). In
addition, the Group also recognized a loss of $5,307 on its investment in Sonde\u2019s Preferred A-2 and B shares because the Group\u2019s
share of equity method losses was greater than its equity method investment balance. The additional loss was included in share of
net income/(loss) of associates accounted for using the equity method within the Consolidated Statement of Comprehensive
Income/(Loss).
5.
Investments Held at Fair Value continued
As of December 31, 2025, the fair value of the Group's investment in Sonde Preferred A-2 and B shares was $0, a fair value reduction of
$5,307 from December 31, 2024. Due to the decrease in the fair value of Sonde\u2019s Preferred A-2 and B shares under IFRS 9, during the year
ended December 31, 2025, the Group recognized the decrease in fair value within gain/(loss) on investments held at fair value in the
Consolidated Statement of Comprehensive Income/(Loss) and reversed $5,307 of equity method loss that had reduced the fair value of
Sonde\u2019s Preferred A-2 and B shares in the prior year. The reversal of $5,307 was include d in the Group\u2019s share of net income/(loss) of
associates accounted for using the equity method within the Consolidated Statement of Comprehensive Income/(Loss).
Vor
Vor was deconsolidated in February 2019 after its initial public offering.
As of December 31, 2024, the Group held 2,671,800 shares of Vor common stock with fair value of $2,966. On June 26, 2025, the
Group sold its remaining shares of Vor common stock at $1.03 per share for aggregate proceeds of $2,753 before income tax. As a
result of this transaction, the Group recognized a gain of $375 which was included in realized gain/(loss) on sale of investments within
the Consolidated Statement of Comprehensive Income/(Loss). Therefore, the Group no longer holds any ownership interest in Vor.
During the years ended December 31, 2025, 2024 and 2023, the Group recognized losses of $588, $3,046, and $11,756, respectively,
for the changes in the fair value of the investment that were included in gain/(loss) on investments held at fair value within the
Consolidated Statement of Comprehensive Income/(Loss).
Karuna
Karuna was deconsolidated in March 2019. During 2019, Karuna completed its initial public offering and the Group lost its significant
influence in Karuna. The shares held in Karuna were accounted for as an investment held at fair value under IFRS 9.
2023
During the twelve months ended December 31, 2023, the Group sold 167,579 shares of Karuna common stock with aggregate
proceeds of $33,309, net of transaction fees. As of December 31, 2023, the Group held 886,885 shares, or 2.3%, of the total
outstanding Karuna common stock with a fair value of $280,708.
2024
In March 2024, Karuna common shares were acquired by Bristol Myers Squibb for $330 per share in accordance with the terms of
a\u00a0definitive merger agreement signed in December 2023. As a result of this transaction, the Group received total proceeds of
$292,672 before income tax in exchange for its holding of 886,885 shares of Karuna common stock. As a result, the Group no longer
holds any ownership interest in Karuna.
During the years ended December 31, 2024 and 2023, the Group recognized gains of $11,813 and $107,079, respectively, for the
changes in the fair value of the Karuna investment that were included in gain/(loss) on investments held at fair value within the
Consolidated Statement of Comprehensive Income/(Loss).
Akili
Akili was deconsolidated in 2018. At the time of deconsolidation, the Group did not hold common shares in Akili and the preferred
shares it held did not have equity-like features. Therefore, the preferred shares held by the Group fell under the guidance of IFRS 9
and were treated as a financial asset held at fair value and changes to the fair value of the preferred shares were recorded through
the Consolidated Statement of Comprehensive Income/(Loss), in accordance with IFRS 9.
On July 2, 2024, Akili was acquired by Virtual Therapeutics, and the Group received total proceeds of $5,437 before income taxes
in\u00a0exchange for its holding of 12,527,476 shares of Akili common stock. As a result, the Group no longer holds any ownership interest
in Akili.
During the years ended December 31, 2024 and 2023, the Group recognized losses of $985, and $8,681, respectively, for the
changes in the fair value of the investment in Akili that were included in gain/(loss) on investments held at fair value within the
Consolidated Statement of Comprehensive Income/(Loss).
Gelesis
Gelesis was deconsolidated in July 2019. On January 13, 2022, Gelesis completed its business combination with Capstar Special
Purpose Acquisition Corp (\"Capstar\"). Gelesis became a wholly-owned subsidiary of Capstar and Capstar changed its name to Gelesis
Holdings, Inc., which began trading on the New York Stock Exchange under the ticker symbol \"GLS\" on January 14, 2022. As the
Group had significant influence over Gelesis, the investment in Gelesis common shares was accounted for under the equity method.
Please refer to Note 6. Investments in Associates for information regarding the Group's investment in Gelesis as an associate.
In February and May 2023, as part of Gelesis' issuance of senior secured promissory notes to the Group, Gelesis also issued to the
Group (i) warrants to purchase 23,688,047 shares of Gelesis common stock with an exercise price of $0.2744 per share\u00a0 (ii) warrants
to\u00a0purchase 192,307,692 shares of Gelesis common stock with an exercise price of $0.0182 per share and (iii) warrants to purchase
43,133,803 shares of Gelesis common stock with an exercise price of $0.0142 per share. These warrants expire five years after
issuance and are collectively referred to as the Gelesis 2023 Warrants.
The Gelesis 2023 Warrants were recorded at their initial fair value of $1,121 and then subsequently re-measured to fair value with
changes in fair value recorded through profit and loss.
As Gelesis ceased operations in October 2023, the fair value of the Gelesis 2023 Warrants was written down to $0 as of December
31, 2023. During the year ended December 31, 2023, the Group recognized a loss of $1,264 related to the change in the fair value
of\u00a0these warrants that was included in gain/(loss) on investments held at fair value within the Consolidated Statement of
Comprehensive Income/(Loss).
", "dimensions": { "concept": "ifrs-full:DisclosureOfFinancialInstrumentsDesignatedAtFairValueThroughProfitOrLossExplanatory", "language": "en", "entity": "scheme:213800LVPDNO2Z9T9I39", "period": "2025-01-01T00:00:00/2026-01-01T00:00:00" } }, "f-558": { "value": "
6.
Investments in Associates
Gelesis (Boston, MA)
Gelesis was founded by the Group and was deconsolidated from the Group\u2019s financial statements as of July 1, 2019. On January 13,
2022, Gelesis completed its business combination with Capstar Special Purpose Acquisition Corp (\"Capstar\"). Gelesis became a
wholly-owned subsidiary of Capstar and Capstar changed its name to Gelesis Holdings, Inc., which began trading on the New York
Stock Exchange under the ticker symbol \"GLS\" on January 14, 2022. As the Group had significant influence over Gelesis through its
voting interest in Gelesis and representation on Gelesis' Board of Directors, the investment in Gelesis common shares was
accounted for under the equity method as prescribed by IAS 28, Investments in Associates and Joint Ventures.
During the year ended December 31, 2023, the Group entered into agreements with Gelesis to purchase senior secured convertible
promissory notes and warrants for shares of Gelesis common stock (see Note 7. Investment in Notes from Associates). The warrants
to purchase shares of Gelesis common stock represented potential voting rights to the Group and it was therefore necessary to
consider whether they were substantive. If these potential voting rights were substantive and the Group had the practical ability to
exercise the rights and take control of greater than 50% of Gelesis common stock, the Group would be required to consolidate
Gelesis under the accounting standards.
In February 2023, the Group obtained warrants to purchase 23,688,047 shares of Gelesis common stock (the \u201cFebruary Warrants\u201d) at
an exercise price of $0.2744 per share. The exercise of the February Warrants was subject to the approval of the Gelesis stockholders
until May 1, 2023. On May 1, 2023, stockholder approval was no longer required for the Group to exercise the February Warrants.
The potential voting rights associated with the February Warrants were not substantive as the exercise price of the February
Warrants was at a significant premium to the fair value of the Gelesis common stock.
In May 2023, the Group obtained warrants to purchase 235,441,495 shares of Gelesis common stock (the \u201cMay Warrants\u201d). The May
Warrants were exercisable at the option of the Group and had an exercise price of either $0.0182 or $0.0142. The May Warrants were
substantive as the Group would have benefited from exercising such warrants since their exercise price was at the money or at an
insignificant premium over the fair value of the Gelesis common stock. However, that benefit from exercising the May Warrants only
existed for a short period of time because in June 2023, the potential voting rights associated with the May Warrants were impacted
by the terms and conditions of a merger agreement that the Group signed with Gelesis on June 12, 2023 (the \"Merger Agreement\")
and were no longer substantive.
On October 12, 2023, the Group terminated the Merger Agreement with Gelesis as certain closing conditions were not satisfied. In
October 2023, Gelesis ceased operations and filed a voluntary petition for relief under the provisions of Chapter 7 of Title 11 of the
United States Bankruptcy Code. A Chapter 7 trustee has been appointed by the Bankruptcy Court who has control over the assets
and liabilities of Gelesis, effectively eliminating the authority and powers of the Board of Directors of Gelesis and its executive
officers to act on behalf of Gelesis. The assets of Gelesis are in liquidation and Gelesis no longer has any officers or employees. The
Group ceased accounting for Gelesis as an equity method investment as it no longer has significant influence over Gelesis.
During the year ended December 31, 2023, the Group recorded $4,910 as its share in the losses of Gelesis, and the Group\u2019s balance
in this equity method investment was reduced to $0.
Sonde (Boston, MA)
Following the deconsolidation of Sonde in May 2022, the Group has significant influence in Sonde through its voting interest in
Sonde and its remaining representation on Sonde's Board of Directors. The Group's voting interest at the date of deconsolidation
was 48.2% and remained at 40.2% subsequently. The Group holds Preferred A-1, A-2 and B shares. The Preferred A-1 shares, in
substance, have the same terms as common stock and as such, provide their shareholders with access to returns associated with a
residual equity ownership in Sonde. Consequently, the investment in Preferred A-1 shares is accounted for under the equity method.
The Preferred A-2 and B shares, however, do not provide their shareholders with access to returns associated with a residual equity
interest and as such, are accounted for under IFRS 9, as investments held at fair value.
During the years ended December 31, 2025, 2024, and 2023, the Group recorded income of $5,307, loss of $8,492 and loss of $1,052,
respectively, related to Sonde's equity method of accounting.
As of December 31, 2023, the equity method investment in Sonde had a balance of $3,185. The Group\u2019s share in Sonde\u2019s losses in
2024 exceeded the Group\u2019s equity method investment in Sonde. As a result, the Group's equity method investment in Sonde was
reduced to $0 as of December 31, 2024. Since the Group\u2019s investment in Sonde\u2019s Preferred A-2 and B shares represents a long-term
interest, the Group recognized additional equity method losses, totaling $5,307, against its investment in Sonde's Preferred A-2 and
B shares (See Note 5. Investments Held at Fair Value), reducing the balance of the preferred share investment to $0 as of December
31, 2024.
During the year ended December 31, 2025, the Group recorded income of $5,307 within its share of net income/(loss) of associates
accounted for using the equity method in the Consolidated Statement of Comprehensive Income/(Loss). This amount represents the
reversal of previously recognized equity method losses that were applied against the Group\u2019s Sonde\u2019s Preferred A-2 and B
investment. Due to the decrease in the fair value of Sonde\u2019s Preferred A-2 and B shares under IFRS 9, during the year ended
December 31, 2025, the Group reversed the excess equity method losses that had been applied in prior periods to reduce the fair
value of the Group\u2019s investment in Sonde\u2019s Preferred A-2 and B shares. See Note 5. Investments Held at Fair Value.
Since the Group did not incur legal or constructive obligations or made payments on behalf of Sonde, the Group stopped
recognizing additional equity method losses since 2024. As of December 31, 2025 and\u00a0 2024, unrecognized equity method losses
amounted to $1,651 and $14,447.
6.
Investments in Associates continued
Seaport (Boston, MA)
On October 18, 2024, Seaport completed a Series B preferred share financing. As a result of this financing, the Group's voting
interest was reduced below 50%, and the Group no longer controls Seaport's Board of Directors. Consequently, the Group lost
control over Seaport, and as such, ceased to consolidate Seaport on the date the round of financing was completed. See Note 8.
Gain/(loss) on Deconsolidation of Subsidiary.
Following deconsolidation, the Group still has significant influence in Seaport through its voting interest and its remaining
representation on Seaport's Board of Directors. The Group's voting interest as of the date of deconsolidation was 43.0% and
remained at 42.9% subsequently. The Group holds both common shares and preferred shares in Seaport. The common shares are
subject to IAS 28 Investments in Associates and Joint Ventures due to the Group's retained significant influence and are accounted
for under the equity method. The preferred shares do not provide their shareholders with access to returns associated with a
residual equity interest and as such, are accounted for under IFRS 9 as investments held at fair value.
The fair value of the common shares on the date of deconsolidation amounted to $2,461, which was the initial value of the equity
method investment in Seaport. When applying the equity method, the Group records its share of the losses in Seaport based on its
common share equity interest in Seaport, which was 12.4% and 13.1% as of December 31, 2025 and 2024, respectively.
During the year ended December 31, 2024, the Group recorded a loss of $262 related to Seaport\u2019s equity method of accounting and
a gain of $199 for the dilution of ownership interest. As of December 31, 2024, the Seaport equity method investment had a balance
of $2,397.
During the year ended December 31, 2025, the Group\u2019s share in Seaport\u2019s losses amounted to $23,234 which exceeded the balance
of Group\u2019s equity method investment in Seaport. The Group recorded a loss of $4,096 related to Seaport\u2019s equity method of
accounting and a gain of $1,699 for the dilution of ownership interest. As a result, the Group's equity method investment in Seaport
was reduced to $0 as of December 31, 2025. Since the Group\u2019s investment in Seaport Preferred A-1, A-2 and B shares represents a
long-term interest, the Group recognized additional equity method losses, totaling\u00a0 $19,138 against the fair value of Seaport
Preferred A-1, A-2, and B shares.\u00a0 See Note 5. Investments Held at Fair Value.
The following table provides summarized financial information for Seaport, the Group\u2019s material associate for the years ended
December 31, 2025 and December 31, 2024. The information disclosed reflects the amounts presented in the financial statements of
Seaport and not the Group\u2019s share of those amounts. The amounts have been amended to reflect adjustments made by the Group
when using the equity method, including fair value adjustments and modifications for differences in accounting policies.
As of December
31, 2025
As of December
31, 2024
Summarized statement of financial position
$
$
Current assets
222,944
310,151
Non-current assets
25,688
5,632
Current liabilities
(12,633)
(11,149)
Non-current liabilities
(564,576)
(460,996)
Equity awards issued to third parties
(12,425)
(2,042)
Other
(301)
\u2014
Net assets/(liabilities)
(341,302)
(158,405)
Reconciliation to carrying amounts:
Opening net assets/(liabilities)
(158,405)
(156,414)
Profit/(loss) for the period
(182,897)
(1,991)
Closing net assets/(liabilities)
(341,302)
(158,405)
Group's share in %
12.4%
13.1%
Group's share of net assets (net deficit)
(42,300)
(20,764)
Unrecognized goodwill and intangibles
23,162
23,162
Equity method losses recorded against long-term interests
(19,138)
\u2014
Carrying amount of Investment in associates
\u2014
2,397
For the year ended December 31,
Statement of comprehensive income/(loss)
2025
2024
Profit/(loss) from continuing operations (100%)
(182,897)
(1,991)
Profit/(loss) for the year
(182,897)
(1,991)
Total comprehensive income/(loss)
(182,897)
(1,991)
Group's share in gain (net losses)
(23,234)
(262)
6.
Investments in Associates continued
The following table summarizes the activities related to the investment in associates balance for the years ended December 31, 2025
and 2024.
Investment in Associates
$
Balance as of January 1, 2024
3,185
Investment in Seaport \u2013 deconsolidation
2,461
Gain on dilution of interest in associates
199
Share in gain/(loss) of associates
(8,754)
Share of losses recorded against long-term Interests (LTIs)
5,307
Balance as of December 31, 2024
2,397
Gain on dilution of interest in associates
1,699
Share in net gain/(loss) of associates \u2013 limited to net investment amount
(17,928)
Share of losses recorded against long-term Interests (LTIs)
13,831
Balance as of December 31, 2025
\u2014
7.
Investment in Notes from Associates
Sonde
In July 2025, Sonde closed a bridge financing in the form of convertible promissory notes with its existing investors for total
proceeds of $1,200, of which the Group invested $150. The notes are categorized as debt instruments that are presented at fair
value through profit and loss because the amounts receivable do not represent solely payments of principal and interest. As of
December 31, 2025, the Group wrote down the convertible note to $0 and recognized a loss of $150 for the year ended December
31, 2025, which was included in gain/(loss) on investments in notes from associates in the Consolidated Statement of
Comprehensive Income/(Loss).
Gelesis
On July 27, 2022, the Group, as a lender, entered into an unsecured promissory note (the \"Junior Note\") with Gelesis, as a borrower,
in the amount of $15,000. The Junior Note bears an annual interest rate of 15% per annum. The maturity date of the Junior Note is
the earlier of December 31, 2023 or five business days following the consummation of a qualified financing by Gelesis. Based on the
terms of the Junior Note, due to the option to convert to a variable amount of shares at the time of default, the Junior Note is
required to be measured at fair value with changes in fair value recorded through profit and loss.
During the year ended December 31, 2023, the Group entered into multiple agreements with Gelesis to purchase senior secured
convertible promissory notes (the \"Senior Notes\") and warrants for share of Gelesis common stock for a total consideration of
$11,850. The Senior Notes are secured by a first-priority lien on substantially all assets of Gelesis and the guarantors (other than the
equity interests in, and assets held by Gelesis s.r.l., a subsidiary of Gelesis, and certain other exceptions). The initial fair value of the
Senior Notes and warrants was determined to be $10,729 and $1,121, respectively. The Senior Notes represent debt instruments
that are presented at fair value through profit and loss as the amounts receivable do not represent solely payments of principal and
interest as the Senior Notes are convertible into Gelesis common stock.\u00a0
In October 2023, Gelesis ceased operations and filed a voluntary petition for relief under the provisions of Chapter 7 of Title 11 of
the United States Bankruptcy Code. Therefore, the Group determined that the fair value of the Junior Note and the Senior Notes
with the warrants was $0 as of December 31, 2023.
In June 2024, the Bankruptcy Court approved an executed agreement for a third party to acquire the remaining net assets of Gelesis
for $15,000. As the only senior secured creditor, the Group is expected to receive a majority of the proceeds from this sale after
deduction of Bankruptcy Court related legal and administrative costs. As of December 31, 2025 and 2024, these notes were
determined to have a fair value of $11,417 and $11,381, respectively.
For the years ended December 31, 2025, 2024 and 2023, the Group recorded a gain of $36, a gain of $11,381 and a loss of $27,230 ,
respectively, for the changes in the fair value of these notes, which were included in gain/(loss) on investments in notes from
associates in the Consolidated Statement of Comprehensive Income/(Loss).
7.
Investment in Notes from Associates continued
Vedanta
On April 24, 2023, Vedanta closed the second tranche of its convertible debt for additional proceeds of $18,000, of which $5,000
were invested by the Group. The convertible debt carried an interest rate of 9% per annum. The debt had various conversion
triggers, and the conversion price was established at the lower of 80% of the equity price of the last financing round, or a certain
pre-money valuation cap established in the agreement. If the convertible debt was not earlier converted or repaid, the entire
outstanding amount of the convertible debt should be due and payable upon the earliest to occur of (a) the later of (x) November 1,
2025 and (y) the date which was sixty (60) days after all amounts owed under, or in connection with, the loan Vedanta received from a
certain investor had been paid in full, or (b) the consummation of a Deemed Liquidation Event (as defined in Vedanta\u2019s Amended
and Restated Certificate of Incorporation).
On August 5, 2025, Vedanta completed a recapitalization of its capital structure. See Note 5. Investments Held at Fair Value. The
secured convertible promissory note held by the Group in the principal amount of $5,000 with a fair value of $2,836 was converted
into 10,129,586 shares of Series A-1 preferred stock. As a result, the convertible promissory note is no longer outstanding as of
December 31, 2025.
Due to the terms of the convertible debt, the investment in such convertible debt was measured at fair value with changes in the fair
value recorded through profit and loss. As of December 31, 2024, the Vedanta convertible debt was determined to have a fair value
of $6,350. During the years ended December 31, 2025, 2024 and 2023, the Group recorded a loss of $3,514, a gain of $1,750 and a
loss of $400, respectively, for the changes in the fair value of the Vedanta convertible debt, which were included in gain/(loss) on
investments in notes from associates in the Consolidated Statement of Comprehensive Income/(Loss).
The following is the activity in respect of investments in notes from associates during the period. The fair value of the notes from
associates of $11,417 and $17,731 as of December 31, 2025 and December 31, 2024 , respectively, is determined using unobservable
Level 3 inputs. See Note 19. Financial Instruments for additional information.
Investment in notes from associates
$
Balance as of January 1, 2024
4,600
Changes in the fair value of the notes
13,131
Balance as of December 31, 2024
17,731
Investment in Sonde convertible note
150
Conversion of Vedanta note to preferred shares
(2,836)
Changes in the fair value of the notes
(3,628)
Balance as of December 31, 2025
11,417
Investment in notes from associates, current
11,417
Investment in notes from associates, non-current
\u2014
", "dimensions": { "concept": "ifrs-full:DisclosureOfSignificantInvestmentsInAssociatesExplanatory", "language": "en", "entity": "scheme:213800LVPDNO2Z9T9I39", "period": "2025-01-01T00:00:00/2026-01-01T00:00:00" } }, "f-559": { "value": "
8.
Gain/(loss) on Deconsolidation of Subsidiary
Upon the Group losing control over a subsidiary, the assets and liabilities of the subsidiary are derecognized along with any related
non-controlling interest. Any interest that the Group retains in the former subsidiary is measured at fair value when control is lost.
Any resulting gain or loss is included in gain/(loss) on deconsolidation of subsidiary in the Consolidated Statement of
Comprehensive Income/(Loss).
Vedanta
On March 1, 2023, Vedanta issued convertible debt to a syndicate of investors. The Group did not participate in this round of
financing. As part of the issuance of the debt, the convertible debt holders were granted representation on Vedanta's Board of
Directors, and the Group lost control over the Vedanta Board of Directors, which is the governance body that has the power to
direct the relevant activities of Vedanta. Consequently, Vedanta was deconsolidated on March 1, 2023 from the Group\u2019s
Consolidated Financial Statements. The results of Vedanta\u2019s operations are included in the Group\u2019s Consolidated Financial
Statements through the date of deconsolidation.
Following Vedanta's deconsolidation, the Group had significant influence over Vedanta through its voting interest in Vedanta and its
remaining representation on Vedanta's Board of Directors. The convertible preferred shares in Vedanta the Group holds do not
provide their holders with access to returns associated with a residual equity interest, and as such, are accounted for under IFRS 9,
Financial Instruments, as investments held at fair value with changes in fair value recorded in profit and loss. Under IFRS 9, the
Group\u2019s preferred share investment is categorized as a debt instrument that is presented at fair value through profit and loss
because the amounts receivable do not represent solely payments of principal and interest.
Upon deconsolidation, the Group derecognized the assets, liabilities and non-controlling interest in respect of Vedanta and
recorded its aforementioned investment in Vedanta at fair value. The deconsolidation resulted in a gain of $61,787. As of the date
of\u00a0deconsolidation, the investment in Vedanta convertible preferred shares held at fair value amounted to $20,456.
As of December 31, 2025 and December 31, 2024, the Group\u2019s investment in Vedanta convertible preferred shares was held at fair
value of $553 and $11,163, respectively, and categorized as Level 3 in the fair value hierarchy.
Seaport
On October 18, 2024, Seaport completed a Series B preferred share financing and amended its Voting Agreement to grant the
Series B preferred stockholders\u2019 representation on Seaport\u2019s Board of Directors. As a result of the Series B preferred share financing
and the amendments to the Voting Agreement, the Group's voting interest was reduced below 50%, and the Group no longer
controls Seaport\u2019s Board of Directors, which is the governance body that has the power to direct the relevant activities of Seaport.
Therefore, the Group concluded that it lost control over Seaport, and Seaport was deconsolidated on October 18, 2024 from the
Group\u2019s Consolidated Financial Statements. The results of Seaport\u2019s operations are included in the Group\u2019s Consolidated Financial
Statements through the date of deconsolidation.
Following deconsolidation, the Group has significant influence over Seaport through its voting interest in Seaport and its remaining
representation on Seaport\u2019s Board of Directors. The Group holds Preferred A-1, A-2 and B shares in addition to common shares. The
common shares are accounted for under the equity method as prescribed by IAS 28, Investments in Associates and Joint Ventures.
The Preferred A-1, A-2 and B shares do not provide their shareholders with access to returns associated with a residual equity
interest, and, as such, are accounted for under IFRS 9, Financial Instruments, as investments held at fair value with changes in fair
value recorded in profit and loss. Under IFRS 9, the A-1, A-2 and B preferred share investments are categorized as debt instruments
that are presented at fair value through profit and loss because the amounts receivable do not represent solely payments of
principal and interest.
Upon deconsolidation, the Group derecognized the assets, liabilities and non-controlling interest in respect of Seaport and
recorded its aforementioned investment in Seaport at fair value. The deconsolidation resulted in a gain of $151,808.
As of December 31, 2025 and December 31, 2024, the Group\u2019s investment in Seaport\u2019s convertible preferred shares was held at fair
value of $236,003 and $177,288, respectively, and categorized as Level 3 in the fair value hierarchy. The significant unobservable inputs
used in the fair value measurement of the Group\u2019s investment in the convertible preferred shares of Seaport and the sensitivity of the
fair value measurement to changes to these significant unobservable inputs are disclosed in Note 19. Financial Instruments.
8.
Gain/(loss) on Deconsolidation of Subsidiary continued
The following table summarizes the assets, liabilities and non-controlling interest of Seaport and Vedanta derecognized from the
Group in the years ended December 31, 2024 and 2023 , respectively.
2024
$
2023
$
Assets, Liabilities and non-controlling interests in deconsolidated subsidiary
Seaport
Vedanta
Cash and cash equivalents
(91,570)
(13,784)
Trade and other receivables
(220)
(702)
Prepaid assets
(1,309)
(3,516)
Property and equipment, net
(175)
(8,092)
Right of use asset, net
\u2014
(2,477)
Trade and other payables
6,102
15,078
Trade and other payables due to PureTech
3,370
139
Deferred revenue
\u2014
1,902
Lease liabilities (including current portion)
\u2014
4,146
Long-term loan (including current portion)
\u2014
15,446
Subsidiary preferred shares and warrants
76,208
24,568
Other assets and liabilities, net
(475)
(462)
Sub-total (net assets)/liabilities
(8,070)
32,246
Derecognize carrying value of non-controlling interest
(7,430)
9,085
Recognize investment retained in deconsolidated subsidiary at fair value*
167,308
20,456
Calculated gain on deconsolidation
151,808
61,787
* Recognized investment in 2024 includes preferred shares held at fair value of $164,848 and common stock accounted for under the equity method with a fair value of $2,461.
", "dimensions": { "concept": "ifrs-full:DisclosureOfInformationAboutUnconsolidatedSubsidiariesExplanatory", "language": "en", "entity": "scheme:213800LVPDNO2Z9T9I39", "period": "2025-01-01T00:00:00/2026-01-01T00:00:00" } }, "f-562": { "value": "
9.
Operating Expenses
Total operating expenses were as follows:
For the years ended December 31,
2025
$
2024
$
2023
$
General and administrative
46,618
71,469
53,295
Research and development
56,567
69,454
96,235
Total operating expenses
103,185
140,923
149,530
The average number of persons employed by the Group during the year, analyzed by category, was as follows:
For the years ended December 31,
2025
2024
2023
General and administrative
35
39
40
Research and development
27
41
56
Total
62
80
96
The aggregate payroll costs of these persons were as follows:
2025
$
2024
$
2023
$
For the years ended December 31,
General and administrative
22,616
40,559
24,586
Research and development
10,824
15,023
21,102
Total
33,440
55,581
45,688
Detailed operating expenses were as follows:
2025
$
2024
$
2023
$
For the years ended December 31,
Salaries and wages
22,475
29,032
37,084
Healthcare and other benefits
1,707
2,203
2,599
Payroll taxes
1,035
1,496
1,590
Share-based payments
8,222
22,850
4,415
Total payroll costs
33,440
55,581
45,688
Amortization
1,764
1,764
1,979
Depreciation
1,585
1,807
2,955
Total amortization and depreciation expenses
3,348
3,571
4,933
Other general and administrative expenses
20,653
27,491
25,180
Other research and development expenses
45,743
54,280
73,729
Total other operating expenses
66,397
81,771
98,909
Total operating expenses
103,185
140,923
149,530
Please refer to Note 10 Share-based Payments for further disclosures related to share-based payments and Note 26. Related Parties
Transactions for management\u2019s remuneration disclosures.
Auditor's remuneration:
For the years ended December 31,
2025
$
2024
$
2023
$
Audit of these financial statements
2,272
2,377
2,241
Audit of the financial statements of associate**
\u2014
150
\u2014
Audit-related assurance services*
300
316
445
Non-audit related services
6
6
9
Total
2,578
2,848
2,695
*The amounts represent assurance service relating to SOX controls work for purposes of the ICFR audit of Form 20-F
**The amount represents audit fee in respect of financial statements of Seaport for the stub period after deconsolidation in 2024", "dimensions": { "concept": "ifrs-full:DisclosureOfExpensesExplanatory", "language": "en", "entity": "scheme:213800LVPDNO2Z9T9I39", "period": "2025-01-01T00:00:00/2026-01-01T00:00:00" } }, "f-561": { "value": "
9.
Operating Expenses
Total operating expenses were as follows:
For the years ended December 31,
2025
$
2024
$
2023
$
General and administrative
46,618
71,469
53,295
Research and development
56,567
69,454
96,235
Total operating expenses
103,185
140,923
149,530
The average number of persons employed by the Group during the year, analyzed by category, was as follows:
For the years ended December 31,
2025
2024
2023
General and administrative
35
39
40
Research and development
27
41
56
Total
62
80
96
The aggregate payroll costs of these persons were as follows:
2025
$
2024
$
2023
$
For the years ended December 31,
General and administrative
22,616
40,559
24,586
Research and development
10,824
15,023
21,102
Total
33,440
55,581
45,688
Detailed operating expenses were as follows:
2025
$
2024
$
2023
$
For the years ended December 31,
Salaries and wages
22,475
29,032
37,084
Healthcare and other benefits
1,707
2,203
2,599
Payroll taxes
1,035
1,496
1,590
Share-based payments
8,222
22,850
4,415
Total payroll costs
33,440
55,581
45,688
Amortization
1,764
1,764
1,979
Depreciation
1,585
1,807
2,955
Total amortization and depreciation expenses
3,348
3,571
4,933
Other general and administrative expenses
20,653
27,491
25,180
Other research and development expenses
45,743
54,280
73,729
Total other operating expenses
66,397
81,771
98,909
Total operating expenses
103,185
140,923
149,530
Please refer to Note 10 Share-based Payments for further disclosures related to share-based payments and Note 26. Related Parties
Transactions for management\u2019s remuneration disclosures.
", "dimensions": { "concept": "ifrs-full:DisclosureOfExpensesByNatureExplanatory", "language": "en", "entity": "scheme:213800LVPDNO2Z9T9I39", "period": "2025-01-01T00:00:00/2026-01-01T00:00:00" } }, "f-560": { "value": "
9.
Operating Expenses
Total operating expenses were as follows:
For the years ended December 31,
2025
$
2024
$
2023
$
General and administrative
46,618
71,469
53,295
Research and development
56,567
69,454
96,235
Total operating expenses
103,185
140,923
149,530
The average number of persons employed by the Group during the year, analyzed by category, was as follows:
For the years ended December 31,
2025
2024
2023
General and administrative
35
39
40
Research and development
27
41
56
Total
62
80
96
The aggregate payroll costs of these persons were as follows:
2025
$
2024
$
2023
$
For the years ended December 31,
General and administrative
22,616
40,559
24,586
Research and development
10,824
15,023
21,102
Total
33,440
55,581
45,688
Detailed operating expenses were as follows:
2025
$
2024
$
2023
$
For the years ended December 31,
Salaries and wages
22,475
29,032
37,084
Healthcare and other benefits
1,707
2,203
2,599
Payroll taxes
1,035
1,496
1,590
Share-based payments
8,222
22,850
4,415
Total payroll costs
33,440
55,581
45,688
Amortization
1,764
1,764
1,979
Depreciation
1,585
1,807
2,955
Total amortization and depreciation expenses
3,348
3,571
4,933
Other general and administrative expenses
20,653
27,491
25,180
Other research and development expenses
45,743
54,280
73,729
Total other operating expenses
66,397
81,771
98,909
Total operating expenses
103,185
140,923
149,530
Please refer to Note 10 Share-based Payments for further disclosures related to share-based payments and Note 26. Related Parties
Transactions for management\u2019s remuneration disclosures.
Auditor's remuneration:
For the years ended December 31,
2025
$
2024
$
2023
$
Audit of these financial statements
2,272
2,377
2,241
Audit of the financial statements of associate**
\u2014
150
\u2014
Audit-related assurance services*
300
316
445
Non-audit related services
6
6
9
Total
2,578
2,848
2,695
*The amounts represent assurance service relating to SOX controls work for purposes of the ICFR audit of Form 20-F
**The amount represents audit fee in respect of financial statements of Seaport for the stub period after deconsolidation in 2024", "dimensions": { "concept": "ifrs-full:DisclosureOfGeneralAndAdministrativeExpenseExplanatory", "language": "en", "entity": "scheme:213800LVPDNO2Z9T9I39", "period": "2025-01-01T00:00:00/2026-01-01T00:00:00" } }, "f-563": { "value": "
10.
Share-based Payments
Share-based payments include stock options and restricted stock units (\u201cRSUs\u201d). Expense for stock options and time-based RSUs is
recognized based on the grant date fair value of these awards. Performance-based RSUs to executives are treated as liability awards
and the related expense is recognized based on reporting date fair value up until settlement date.
Share-based Payment Expense
The Group's share-based payment expense for the years ended December 31, 2025, 2024 and 2023, was $8,222, $22,850, and
$4,415, respectively. The following table provides the classification of the Group\u2019s consolidated share-based payment expense as
reflected in the Consolidated Statement of Income/(Loss):
Year ended December 31,
2025
$
2024
$
2023
$
General and administrative
6,893
21,993
3,185
Research and development
1,329
857
1,230
Total
8,222
22,850
4,415
The Performance Share Plan
In June 2015, the Group adopted the Performance Stock Plan (the \u201c2015 PSP\u201d). Under the 2015 PSP and subsequent amendments,
awards of ordinary shares may be made to the Directors, senior managers and employees, and other individuals providing services
to the Group up to a maximum authorized amount of 10% of the total ordinary shares outstanding.
In June 2023, the Group adopted a new Performance Stock Plan (the \"2023 PSP\") that has the same terms as the 2015 PSP but
instituted for all new awards a limit of 10% of the total ordinary shares outstanding over a five-year period.
The awards granted under these plans have various vesting terms over a period of service between one and four years, provided the
recipient remains continuously engaged as a service provider. The options awards expire 10 years from the grant date.
The share-based awards granted under these plans are generally equity-settled (see cash settlements below). As of December 31,
2025, the Group has issued 32,199,101 units of share-based awards under these plans.
RSUs
During the twelve months ended December 31, 2025 and 2024, the Group granted the following RSUs to certain non-executive
Directors, executives and employees:
Year ended December 31,
2025
2024
Time-based RSUs
4,855,916
4,388,116
Performance-based RSUs
1,494,919
1,822,151
Total RSUs
6,350,835
6,210,267
RSU activity for the years ended December 31, 2025, 2024 and 2023 is detailed as follows:
Number of
Shares/Units
Weighted
Average Grant
Date Fair Value
(GBP) (*)
Outstanding (Non-vested) at January 1, 2023
6,090,780
1.74
RSUs Granted in Period
3,679,669
1.28
Vested
(716,029)
2.00
Forfeited
(1,880,274)
1.94
Outstanding (Non-vested) at December 31, 2023
7,174,146
1.10
RSUs Granted in Period
6,210,267
1.63
Vested
(1,347,729)
1.71
Forfeited
(3,057,962)
1.75
Outstanding (Non-vested) at December 31, 2024
8,978,722
1.29
RSUs Granted in Period
6,350,835
1.14
Vested
(3,184,023)
1.62
Forfeited
(2,757,344)
1.39
Outstanding (Non-vested) at December 31, 2025
9,388,190
1.20
*For liability awards - based on fair value at reporting date or settlement date.
Each RSU entitles the holder to one ordinary share on vesting and the RSU awards are generally based on a vesting schedule over a
one to three-year requisite service period in which the Group recognizes compensation expense for the RSUs. Following vesting,
each recipient will be required to make a payment of one pence per ordinary share on settlement of the RSUs.
RSUs granted to the non-executive directors and employees are time-based and equity-settled. The grant date fair value on such
RSUs is recognized over the vesting term.
10.
Share-based Payments continued
RSUs granted to executives are performance-based and vesting of such RSUs is subject to the satisfaction of both performance and
market conditions. The performance condition is based on the achievement of the Group's strategic targets. The market conditions
are based on the achievement of the absolute total shareholder return (\u201cTSR\u201d), TSR as compared to the FTSE 250 Index, and TSR as
compared to the MSCI Europe Health Care Index. The RSU award performance criteria have changed over time as the criteria are
continually evaluated by the Group\u2019s Remuneration Committee.
The Group recognizes the estimated fair value of performance-based awards with non-market conditions as share-based compensation
expense over the performance period based upon its determination of whether it is probable that the performance targets will be
achieved. The Group assesses the probability of achieving the performance targets at each reporting period. Cumulative adjustments,
if any, are recorded to reflect subsequent changes in the estimated outcome of performance-related conditions.
The fair value of the performance-based awards with market conditions is based on the Monte Carlo simulation analysis utilizing
a\u00a0Geometric Brownian Motion process with 100,000 simulations to value those shares. The model considers share price volatility,
risk-free rate and other covariance of comparable public companies and other market data to predict distribution of relative
share\u00a0performance.
The RSUs to executives are treated as liability awards as the Group has a historical practice of settling these awards in cash, and as
such adjusted to fair value at every reporting date until settlement with changes in fair value recorded in earnings as share-based
compensation expense.
The Group recorded $5,713, $4,388, and $827, respectively, for the years ended December 31, 2025, 2024 and 2023 in respect of all
restricted stock units, of which $1,127, $909, and $402, respectively, were in respect of liability settled share-based awards.
As of December 31, 2025, the carrying amount of the RSU liability awards was $3,044 with $1,827 current and $1,217 non-current, out
of which $1,827 related to awards that have met all their performance and market conditions and were settled in March 2026. As of
December 31, 2024, the carrying amount of the RSU liability awards was $3,736 with $1,875 current and $1,861 non-current, out of
which $1,875 related to awards that met all their performance and market conditions and were settled in February 2025.
Stock Options
Stock option activity for the years ended December 31, 2025, 2024 and 2023, is detailed as follows:
Number of
Options
Wtd Average
Exercise Price
(GBP)
Wtd Average of
remaining
contractual
term (in years)
Wtd Average
Stock Price at
Exercise (GBP)
Outstanding at January 1, 2023
17,793,881
2.31
8.03
Granted
3,120,975
2.22
Exercised
(534,034)
1.71
2.46
Forfeited and expired
(3,424,232)
2.40
Options Exercisable at December 31, 2023
9,065,830
2.19
6.01
Outstanding at December 31, 2023
16,956,590
2.29
7.20
Granted
2,665,875
1.87
Exercised
(412,729)
1.73
2.20
Forfeited and expired
(4,725,746)
2.24
Options Exercisable at December 31, 2024
9,534,400
2.33
4.45
Outstanding at December 31, 2024
14,483,990
2.25
5.87
Granted
381,000
1.24
Exercised
(65,000)
1.20
1.39
Forfeited and expired
(2,388,931)
2.41
Options Exercisable at December 31, 2025
9,690,271
2.28
4.87
Outstanding at December 31, 2025
12,411,059
2.19
5.62
The fair value of the stock options awarded by the Group was estimated on the grant date using the Black-Scholes option valuation
model, considering the terms and conditions upon which options were granted, with the following weighted-average assumptions:
At December 31,
2025
2024
2023
Expected volatility
45.18%
44.76%
43.69%
Expected term (in years)
6.16
6.16
6.16
Risk-free interest rate
3.81%
4.31%
4.04%
Expected dividend yield
\u2014
\u2014
\u2014
Exercise price (GBP)
1.24
1.87
2.22
Underlying stock price (GBP)
1.24
1.87
2.22
Expected volatility is based on the Group\u2019s historical volatility results.
These assumptions resulted in an estimated weighted-average grant-date fair value per share of stock options granted during the
years ended December 31, 2025, 2024 and 2023 of $0.80, $1.18 and $1.37, respectively.
10.
Share-based Payments continued
The Group incurred share-based payment expense for the stock options of $1,751, $1,092 and $3,310 for the years ended
December 31, 2025, 2024 and 2023, respectively.
For shares outstanding as of December 31, 2025, the range of exercise prices is detailed as follows:
Range of Exercise Prices (GBP)
Options
Outstanding
Wtd
Average
Exercise
Price (GBP)
Wtd Average of
remaining
contractual
term (in years)
0.01
89,845
\u2014
3.75
1.00 to 2.00
5,627,230
1.62
5.73
2.00 to 3.00
4,100,484
2.25
6.49
3.00 to 4.00
2,593,500
3.40
4.07
Total
12,411,059
2.19
5.62
Subsidiary Plans
For the years ended December 31, 2025, 2024 and 2023, the subsidiaries incurred share-based payment expense of $758, $17,372
and $277, respectively.
For the year ended December 31, 2025, Gallop recognized share-based payment expense of $758. The share-based payment
expense for the year ended December 31, 2025 is related to 6,309,087 shares of restricted stock issued to Gallop executives under
the Gallop 2025 Stock Option and Grant Plan\u00a0 (the \u201cGallop Plan\u201d) approved by the Gallop Board of Directors in September 2025.
These awards vest over 25 months and have weighted average grant date fair value of $0.46. As of December 31, 2025, all of these
awards were unvested and outstanding.
The share-based payment expense for the year ended December 31, 2024 is primarily related to awards granted under the Seaport
2024 Equity Incentive Plan (the \"Seaport Plan\") approved by the Seaport Board of Directors in 2024. Seaport was deconsolidated from
the Group's Consolidated Financial Statements as of October 18, 2024. See Note 8. Gain/(loss) on Deconsolidation of Subsidiary.
The options granted under the Seaport Plan are equity settled and expire 10 years from the grant date. Typically, the awards vest in
four years but vesting conditions can vary based on the discretion of Seaport\u2019s Board of Directors. The estimated grant date fair
value of the equity awards is recognized as an expense over the awards\u2019 vesting periods. See tables below for Seaport option-
related activities.
Before its deconsolidation on October 18, 2024, Seaport granted 7,200,000 shares of restricted stock awards and restricted stock
units to certain officers and directors, of which 6,227,778 shares were fully vested as of the deconsolidation date. The fair value of
these awards was measured on the date of grant at the estimated fair value of the Seaport common stock using the market
backsolve and probability adjusted expected return model. See Note 19. Financial Instruments. The weighted average fair value of
these awards was $0.97. As the substantial majority of these awards were fully vested as of the deconsolidation date, the stock-
based compensation expense for these awards was recognized in the Group\u2019s Consolidated Statement of Comprehensive Income/
(Loss) for the year ended December 31, 2024.
Seaport also granted options to its employees, officers and directors in 2024. The fair value of the stock options awarded by Seaport
was estimated on the grant date using the Black-Scholes option valuation model. The weighted average fair value of these awards
was $0.92 and the weighted average exercise prices for the options was $1.28.
A summary of stock option activity by number of shares in these subsidiaries is presented in the following table:
Outstanding as
of January 1,
2025
Granted During
the Year
Exercised
During the
Year
Expired During
the Year
Forfeited
During the
Year
Deconsolidation
During the Year
Outstanding as
of December
31, 2025
Entrega
334,500
\u2014
\u2014
(87,500)
\u2014
\u2014
247,000
Outstanding as
of January 1,
2024
Granted During
the Year
Exercised
During the Year
Expired During
the Year
Forfeited During
the Year
Deconsolidation
During the Year
Outstanding as
of December
31, 2024
Entrega
344,500
\u2014
\u2014
(5,000)
(5,000)
\u2014
334,500
Seaport
\u2014
22,429,780
\u2014
\u2014
(29,018)
(22,400,762)
\u2014
Outstanding as
of January 1,
2023
Granted During
the Year
Exercised
During the Year
Expired During
the Year
Forfeited During
the Year
Deconsolidation
During the Year
Outstanding as
of December
31, 2023
Entrega
344,500
\u2014
\u2014
\u2014
\u2014
\u2014
344,500
Follica
2,776,120
\u2014
\u2014
(2,170,547)
(605,573)
\u2014
\u2014
Vedanta
1,824,576
\u2014
\u2014
(1,313)
(29,607)
(1,793,656)
\u2014
10.
Share-based Payments continued
The weighted-average exercise prices, remaining contractual life and exercise price range for the options outstanding and
exercisable as of December 31, 2025, were as\u00a0follows:
Outstanding and exercisable at December 31, 2025
Number of
options
Weighted-
average
exercise price
$
Weighted-
average
contractual life
outstanding
Exercise Price
Range
$
Entrega
247,000
1.85
2.41
0.02-2.36
", "dimensions": { "concept": "ifrs-full:DisclosureOfSharebasedPaymentArrangementsExplanatory", "language": "en", "entity": "scheme:213800LVPDNO2Z9T9I39", "period": "2025-01-01T00:00:00/2026-01-01T00:00:00" } }, "f-564": { "value": "
11.
Finance Income/(Costs), net
The following table shows the breakdown of finance income and costs:
2025
$
2024
$
2023
$
For the years ended December 31,
Finance income
Interest income from financial assets
13,048
22,669
16,012
Total finance income
13,048
22,669
16,012
Finance costs
Contractual interest expense on notes payable
(804)
(684)
(1,422)
Interest expense on other borrowings
\u2014
\u2014
(363)
Interest expense on lease liability
(1,065)
(1,295)
(1,544)
Gain on forgiveness of debt
\u2014
273
\u2014
Gain/(loss) on foreign currency exchange
(6)
(25)
(94)
Total finance costs\u00a0 \u2013 contractual
(1,876)
(1,731)
(3,424)
Gain/(loss) from changes in fair value of warrant liability
\u2014
\u2014
33
Gain/(loss) from changes in fair value of preferred shares
\u2014
(8,108)
2,617
Total finance income/(costs) \u2013 fair value accounting
\u2014
(8,108)
2,650
Total finance costs - non-cash interest expense related to sale of future royalties
(43,908)
(8,058)
(10,159)
Finance income/(costs), net
(32,735)
4,773
5,078
", "dimensions": { "concept": "ifrs-full:DisclosureOfFinanceIncomeExpenseExplanatory", "language": "en", "entity": "scheme:213800LVPDNO2Z9T9I39", "period": "2025-01-01T00:00:00/2026-01-01T00:00:00" } }, "f-565": { "value": "
12.
Earnings/(Loss) per Share
Basic earnings/(loss) per share is calculated by dividing the Group's net income or loss for the period attributable to ordinary
shareholders by the weighted average number of ordinary shares outstanding, net of treasury shares.
Diluted earnings/(loss) per share is calculated by dividing the Group's net income or loss for the period attributable to ordinary
shareholders by the weighted average number of ordinary shares outstanding, net of treasury shares, plus the weighted average
number of ordinary shares that would be issued at conversion of all the dilutive potential ordinary shares into ordinary shares.
Dilutive effects arise from equity-settled shares from the Group's share-based plans.
For the years ended December 31, 2025 and 2023, the Group incurred a net loss, and therefore, all outstanding potential securities
were considered anti-dilutive. The amount of potential securities that were excluded from the diluted calculation in 2025 and 2023
amounted to 1,117,792 and 1,509,900\u00a0shares, respectively.
Earnings/(Loss) Attributable to Owners of the Group:
2025
2024
2023
Basic $
Diluted $
Basic $
Diluted $
Basic $
Diluted $
Income/(loss) for the year, attributable
to the owners of the Group
(109,739)
(109,739)
53,510
53,510
(65,697)
(65,697)
Weighted-Average Number of Ordinary Shares:
2025
2024
2023
Basic
Diluted
Basic
Diluted
Basic
Diluted
Issued ordinary shares at January 1,
239,421,312
239,421,312
271,853,731
271,853,731
278,566,306
278,566,306
Effect of shares issued & treasury
shares purchased
1,366,273
1,366,273
(17,397,423)
(17,397,423)
(2,263,773)
(2,263,773)
Effect of dilutive shares
\u2014
\u2014
\u2014
1,571,612
\u2014
\u2014
Weighted average number of
ordinary shares at December 31,
240,787,585
240,787,585
254,456,308
256,027,920
276,302,533
276,302,533
Earnings/(Loss) per Share:
2025
2024
2023
Basic $
Diluted $
Basic $
Diluted $
Basic $
Diluted $
Basic and diluted earnings/(loss) per
share
(0.46)
(0.46)
0.21
0.21
(0.24)
(0.24)
", "dimensions": { "concept": "ifrs-full:DisclosureOfEarningsPerShareExplanatory", "language": "en", "entity": "scheme:213800LVPDNO2Z9T9I39", "period": "2025-01-01T00:00:00/2026-01-01T00:00:00" } }, "f-566": { "value": "
13.
Property and Equipment
Cost
Laboratory and
Manufacturing
Equipment
$
Furniture and
Fixtures
$
Computer
Equipment and
Software
$
Leasehold
Improvements
$
Construction in
process
$
Total
$
Balance as of January 1, 2024
5,363
1,072
917
15,165
1
22,518
Additions, net of transfers
246
\u2014
11
\u2014
\u2014
256
Disposals
(2,215)
\u2014
(387)
\u2014
(1)
(2,602)
Deconsolidation of subsidiaries
(246)
\u2014
(11)
\u2014
\u2014
(256)
Balance as of December 31, 2024
3,148
1,072
530
15,165
\u2014
19,916
Additions, net of transfers
\u2014
6
\u2014
\u2014
\u2014
6
Disposals
(1,313)
\u2014
(266)
\u2014
\u2014
(1,578)
Balance as of December 31, 2025
1,836
1,078
264
15,165
\u2014
18,343
Accumulated depreciation and impairment\u00a0loss
Laboratory and
Manufacturing
Equipment
$
Furniture and
Fixtures
$
Computer
Equipment and
Software
$
Leasehold
Improvements
$
Construction in
process
$
Total
$
Balance as of January 1, 2024
(4,142)
(698)
(894)
(7,248)
\u2014
(12,982)
Depreciation
(139)
(153)
(13)
(1,503)
\u2014
(1,807)
Disposals/Impairment
1,485
\u2014
376
\u2014
\u2014
1,861
Deconsolidation of subsidiaries
81
\u2014
\u2014
\u2014
\u2014
81
Balance as of December 31, 2024
(2,715)
(851)
(530)
(8,751)
\u2014
(12,847)
Depreciation
\u2014
(154)
\u2014
(1,431)
\u2014
(1,585)
Disposals/Impairment
1,025
\u2014
266
\u2014
\u2014
1,291
Balance as of December 31, 2025
(1,691)
(1,005)
(264)
(10,181)
\u2014
(13,141)
Property and Equipment, net
Laboratory and
Manufacturing
Equipment
$
Furniture and
Fixtures
$
Computer
Equipment and
Software
$
Leasehold
Improvements
$
Construction in
process
$
Total
$
Balance as of December 31, 2024
433
221
\u2014
6,414
\u2014
7,069
Balance as of December 31, 2025
145
74
\u2014
4,983
\u2014
5,202
Depreciation of property and equipment is included in the general and administrative expenses and research and development
expenses in the Consolidated Statement of Comprehensive Income/(Loss). The Group recorded depreciation expense of $1,585 ,
$1,807 and $2,955 for the years ended December 31, 2025, 2024 and 2023, respectively.
", "dimensions": { "concept": "ifrs-full:DisclosureOfPropertyPlantAndEquipmentExplanatory", "language": "en", "entity": "scheme:213800LVPDNO2Z9T9I39", "period": "2025-01-01T00:00:00/2026-01-01T00:00:00" } }, "f-567": { "value": "
14.
Intangible Assets
Intangible assets consist of licenses of intellectual property acquired by the Group through various agreements with third parties
and are recorded at the value of the consideration transferred. Information regarding the cost and activities of intangible assets is
as\u00a0follows:
Cost
Licenses
$
Balance as of January 1, 2024
906
Write-off
(80)
Deconsolidation of subsidiary
(225)
Balance as of December 31, 2024
601
Balance as of December 31, 2025
601
All the intangible asset licenses represent in-process-research-and-development assets that are currently still being developed and
not ready for their intended use. As such, these assets are not amortized but tested for impairment annually.
During the year ended December 31, 2024, the Group wrote off one of its research intangible assets for which research was ceased
in the amount of $80.
During the year ended December 31, 2024, Seaport Therapeutics, Inc. was deconsolidated and as such, $225 in net intangible assets
were derecognized.
The Group tested all intangible assets for impairment as of the balance sheet date and concluded that none of such assets
were\u00a0impaired.", "dimensions": { "concept": "ifrs-full:DisclosureOfIntangibleAssetsExplanatory", "language": "en", "entity": "scheme:213800LVPDNO2Z9T9I39", "period": "2025-01-01T00:00:00/2026-01-01T00:00:00" } }, "f-569": { "value": "
15.
Other Financial Assets
Other financial assets consist primarily of restricted cash reserved as collateral against a letter of credit with a bank that is issued for
the benefit of a landlord in lieu of a security deposit for office space leased by the Group. The restricted cash was $1,596 and $1,642
as of December 31, 2025 and 2024, respectively.
", "dimensions": { "concept": "ifrs-full:DisclosureOfOtherAssetsExplanatory", "language": "en", "entity": "scheme:213800LVPDNO2Z9T9I39", "period": "2025-01-01T00:00:00/2026-01-01T00:00:00" } }, "f-568": { "value": "
15.
Other Financial Assets
Other financial assets consist primarily of restricted cash reserved as collateral against a letter of credit with a bank that is issued for
the benefit of a landlord in lieu of a security deposit for office space leased by the Group. The restricted cash was $1,596 and $1,642", "dimensions": { "concept": "ifrs-full:DisclosureOfRestrictedCashAndCashEquivalentsExplanatory", "language": "en", "entity": "scheme:213800LVPDNO2Z9T9I39", "period": "2025-01-01T00:00:00/2026-01-01T00:00:00" } }, "f-571": { "value": "
16.
Equity
Total equity for the Group as of December 31, 2025, and 2024 , was as follows:
December 31,
2025
$
December 31,
2024
$
Equity
Share capital, \u00a30.01 par value, issued and paid 257,927,489, as of December 31, 2025 and 2024
4,860
4,860
Share premium
290,262
290,262
Treasury shares, 16,243,451 and 18,506,177 as of December 31, 2025 and 2024, respectively
(41,154)
(46,864)
Merger reserve
138,506
138,506
Translation reserve
182
182
Other reserves
(3,352)
(4,726)
Retained earnings/(accumulated deficit)
(77,231)
32,486
Equity attributable to owners of the Group
312,073
414,707
Non-controlling interests
(6,397)
(6,774)
Total equity
305,676
407,933
Shareholders are entitled to vote on all matters submitted to shareholders for a vote. Each ordinary share is entitled to one vote and
is entitled to receive dividends when and if declared by the Group\u2019s Directors.
On June 18, 2015, the Group acquired the entire issued share capital of PureTech LLC in return for 159,648,387 ordinary shares. This
was accounted for as a common control transaction at cost. It was deemed that the share capital was issued in line with movements
in share capital as shown prior to the transaction taking place. In addition, the merger reserve records amounts previously recorded
as share premium.
Other reserves comprise the cumulative credit to share-based payment reserves corresponding to share-based payment expenses
recognized through Consolidated Statement of Comprehensive Income/(Loss), settlements of vested stock awards as well as other
additions that flow directly through equity such as the excess or deficit from changes in ownership of subsidiaries while control is
maintained by the Group.
On May 9, 2022, the Group announced the commencement of a $50,000 share repurchase program (the \"Program\") of its ordinary
shares of one pence each. The Group executed the Program in two equal tranches. It entered into an irrevocable non-discretionary
instruction with Jefferies International Limited (\u201cJefferies\u201d) in relation to the purchase by Jefferies of the ordinary shares for an
aggregate consideration (excluding expenses) of no greater than $25,000 for each tranche and the simultaneous on-sale of such
ordinary shares by Jefferies to the Group, subject to certain volume and price restrictions.
In February 2024, the Group completed the Program and has repurchased an aggregate of 20,182,863 ordinary shares under the
Program. These shares have been held as treasury shares and are being used to settle the vesting of restricted stock units or
exercise of stock options.
In March 2024, the Group announced a proposed capital return of $100,000 to its shareholders by way of a tender offer (the \"Tender
Offer\"). The proposed Tender Offer was approved by shareholders at the Annual General Meeting of Stockholders held on June 6,
2024, to acquire a maximum number of 33,500,000 ordinary shares (including ordinary shares represented by American Depository
Shares (''ADSs'')) for a fixed price of 250 pence per ordinary share (equivalent to \u00a325.00 per ADS) for a maximum aggregate amount
of $100,000 excluding expenses.
The Tender Offer was completed on June 24, 2024. The Group repurchased 31,540,670 ordinary shares under the Tender Offer.
Following such repurchase, the Group cancelled these shares repurchased. As a result of the cancellation, the nominal value of
$600\u00a0related to the cancelled shares was reduced from share capital and transferred to a capital redemption reserve, increasing
the\u00a0capital redemption reserve balance to $600 which was included within other reserves in the Consolidated Statement of
Changes\u00a0in Equity.
As of December 31, 2025 and December 31, 2024, the Group\u2019s issued share capital was 257,927,489 shares, including 16,243,451
shares and 18,506,177 shares repurchased under the share repurchase program, and were held by the Group in treasury,
respectively. The Group does not have a limited amount of authorized share capital.", "dimensions": { "concept": "ifrs-full:DisclosureOfShareCapitalReservesAndOtherEquityInterestExplanatory", "language": "en", "entity": "scheme:213800LVPDNO2Z9T9I39", "period": "2025-01-01T00:00:00/2026-01-01T00:00:00" } }, "f-570": { "value": "
16.
Equity
Total equity for the Group as of December 31, 2025, and 2024 , was as follows:
December 31,
2025
$
December 31,
2024
$
Equity
Share capital, \u00a30.01 par value, issued and paid 257,927,489, as of December 31, 2025 and 2024
4,860
4,860
Share premium
290,262
290,262
Treasury shares, 16,243,451 and 18,506,177 as of December 31, 2025 and 2024, respectively
(41,154)
(46,864)
Merger reserve
138,506
138,506
Translation reserve
182
182
Other reserves
(3,352)
(4,726)
Retained earnings/(accumulated deficit)
(77,231)
32,486
Equity attributable to owners of the Group
312,073
414,707
Non-controlling interests
(6,397)
(6,774)
Total equity
305,676
407,933
Shareholders are entitled to vote on all matters submitted to shareholders for a vote. Each ordinary share is entitled to one vote and
is entitled to receive dividends when and if declared by the Group\u2019s Directors.
On June 18, 2015, the Group acquired the entire issued share capital of PureTech LLC in return for 159,648,387 ordinary shares. This
was accounted for as a common control transaction at cost. It was deemed that the share capital was issued in line with movements
in share capital as shown prior to the transaction taking place. In addition, the merger reserve records amounts previously recorded
as share premium.
Other reserves comprise the cumulative credit to share-based payment reserves corresponding to share-based payment expenses
recognized through Consolidated Statement of Comprehensive Income/(Loss), settlements of vested stock awards as well as other
additions that flow directly through equity such as the excess or deficit from changes in ownership of subsidiaries while control is
maintained by the Group.
On May 9, 2022, the Group announced the commencement of a $50,000 share repurchase program (the \"Program\") of its ordinary
shares of one pence each. The Group executed the Program in two equal tranches. It entered into an irrevocable non-discretionary
instruction with Jefferies International Limited (\u201cJefferies\u201d) in relation to the purchase by Jefferies of the ordinary shares for an
aggregate consideration (excluding expenses) of no greater than $25,000 for each tranche and the simultaneous on-sale of such
ordinary shares by Jefferies to the Group, subject to certain volume and price restrictions.
In February 2024, the Group completed the Program and has repurchased an aggregate of 20,182,863 ordinary shares under the
Program. These shares have been held as treasury shares and are being used to settle the vesting of restricted stock units or
exercise of stock options.
In March 2024, the Group announced a proposed capital return of $100,000 to its shareholders by way of a tender offer (the \"Tender
Offer\"). The proposed Tender Offer was approved by shareholders at the Annual General Meeting of Stockholders held on June 6,
2024, to acquire a maximum number of 33,500,000 ordinary shares (including ordinary shares represented by American Depository
Shares (''ADSs'')) for a fixed price of 250 pence per ordinary share (equivalent to \u00a325.00 per ADS) for a maximum aggregate amount
of $100,000 excluding expenses.
The Tender Offer was completed on June 24, 2024. The Group repurchased 31,540,670 ordinary shares under the Tender Offer.
Following such repurchase, the Group cancelled these shares repurchased. As a result of the cancellation, the nominal value of
$600\u00a0related to the cancelled shares was reduced from share capital and transferred to a capital redemption reserve, increasing
the\u00a0capital redemption reserve balance to $600 which was included within other reserves in the Consolidated Statement of
Changes\u00a0in Equity.
As of December 31, 2025 and December 31, 2024, the Group\u2019s issued share capital was 257,927,489 shares, including 16,243,451
shares and 18,506,177 shares repurchased under the share repurchase program, and were held by the Group in treasury,
respectively. The Group does not have a limited amount of authorized share capital.", "dimensions": { "concept": "ifrs-full:DisclosureOfIssuedCapitalExplanatory", "language": "en", "entity": "scheme:213800LVPDNO2Z9T9I39", "period": "2025-01-01T00:00:00/2026-01-01T00:00:00" } }, "f-572": { "value": "-600000.0", "decimals": -3, "dimensions": { "concept": "ptv:IncreaseDecreaseThroughRepurchaseAndCancellationOfOrdinarySharesTenderOffer", "entity": "scheme:213800LVPDNO2Z9T9I39", "period": "2024-01-01T00:00:00/2025-01-01T00:00:00", "ifrs-full:ComponentsOfEquityAxis": "ifrs-full:IssuedCapitalMember", "unit": "iso4217:USD" } }, "f-573": { "value": "-600000.0", "decimals": -3, "dimensions": { "concept": "ptv:IncreaseDecreaseThroughRepurchaseAndCancellationOfOrdinarySharesTenderOffer", "entity": "scheme:213800LVPDNO2Z9T9I39", "period": "2024-01-01T00:00:00/2025-01-01T00:00:00", "ifrs-full:ComponentsOfEquityAxis": "ifrs-full:IssuedCapitalMember", "unit": "iso4217:USD" } }, "f-574": { "value": "
17.
Subsidiary Preferred Shares
Preferred shares issued by subsidiaries often contain redemption and conversion features that are assessed under IFRS 9 in
conjunction with the host preferred share instrument. This balance represents subsidiary preferred shares issued to third parties.
The subsidiary preferred shares are redeemable upon the occurrence of a contingent event, other than full liquidation of the
subsidiaries, that is not considered to be within the control of the subsidiaries. Therefore, these subsidiary preferred shares are
classified as liabilities. These liabilities are measured at fair value through profit and loss. The preferred shares are convertible into
ordinary shares of the subsidiaries at the option of the holders and are mandatorily convertible into ordinary shares under certain
circumstances. Under certain scenarios, the number of ordinary shares receivable on conversion will change and therefore, the
number of shares that will be issued is not fixed. As such, the conversion feature is considered to be an embedded derivative that
normally would require bifurcation. However, since the subsidiary preferred share liability is measured at fair value through profit and
loss, as mentioned above, no bifurcation is required.
The preferred shares are entitled to vote with holders of common shares on an as converted basis.
In April 2024, Seaport closed a Series A-2 preferred share financing with aggregate proceeds of $100,100 of which $68,100 was from
outside investors and $32,000 was from the Group. The $68,100 received from the outside investors was recorded as a subsidiary
preferred share liability within the Group\u2019s balance sheet. In October 2024, Seaport closed a Series B preferred share financing with
aggregate proceeds of $226,000 of which $211,600 was from outside investors and $14,400 was from the Group. As a result of the
Series B preferred share financing, the Group lost control of Seaport, and the Group derecognized the assets, liabilities and non-
controlling interest in respect of Seaport from its Consolidated Financial Statements. See Note 8. Gain/(loss) on Deconsolidation of
Subsidiary. As such, the balance of subsidiary preferred share liability in Seaport was reduced to $0 upon deconsolidation.
The fair value of all subsidiary preferred shares as of December 31, 2025 and December 31, 2024 was $169.
As is customary, in the event of any voluntary or involuntary liquidation, dissolution or winding up of a subsidiary, the holders of
outstanding subsidiary preferred shares shall be entitled to be paid out of the assets of the subsidiary available for distribution to
shareholders and before any payment shall be made to holders of ordinary shares. A merger, acquisition, sale of voting control or
other transaction of a subsidiary in which the shareholders of the subsidiary immediately before the transaction do\u00a0not own a
majority of the outstanding shares of the surviving company shall be deemed to be a liquidation event. Additionally, a sale, lease,
transfer or other disposition of all or substantially all of the assets of the subsidiary shall also be deemed a liquidation event.
As of December 31, 2025 and December 31, 2024, the minimum liquidation preference reflecting the amounts that would be
payable to the subsidiary preferred holders upon a liquidation event of the subsidiaries, is as follows:
2025
$
2024
$
Balance as of December 31,
Entrega
2,216
2,216
Follica
6,405
6,405
Total minimum liquidation preference
8,621
8,621
For the years ended December 31, 2025 and 2024, the Group recognized the following changes in the value of subsidiary
preferred\u00a0shares:
2025
$
2024
$
Balance as of January 1,
169
169
Issuance of Seaport preferred shares \u2013 financing cash flow
\u2014
68,100
Increase in value of preferred shares measured at fair value \u2013 finance income
\u2014
8,108
Deconsolidation of subsidiary - (Seaport)
\u2014
(76,208)
Balance as of December 31,
169
169
21.
Non-Controlling Interest continued
The following table summarizes the changes in the non-controlling ownership interest in subsidiaries:
Non-Controlling
Interest
$
Balance as of January 1, 2023
5,369
Share of comprehensive income/(loss)
(931)
Equity settled share-based payments
277
Expiration of share options in subsidiary
(1,458)
Deconsolidation of subsidiary (Vedanta)
(9,085)
Other
(6)
Balance as of December 31, 2023
(5,835)
Share of comprehensive income/(loss)
(25,728)
Equity settled share-based payments
17,372
Deconsolidation of subsidiary (Seaport)
7,430
Other
(13)
Balance as of December 31, 2024
(6,774)
Share of comprehensive income/(loss)
(345)
Equity settled share-based payments - See Note 10. Share-based Payments
758
Expiration of share options in subsidiary
(36)
Balance as of December 31, 2025
(6,397)
", "dimensions": { "concept": "ifrs-full:DisclosureOfInterestsInSubsidiariesExplanatory", "language": "en", "entity": "scheme:213800LVPDNO2Z9T9I39", "period": "2025-01-01T00:00:00/2026-01-01T00:00:00" } }, "f-575": { "value": "
18.
Sale of Future Royalties Liability
On March 4, 2011, the Group entered into a license agreement (the \u201cLicense Agreement\u201d) with Karuna, according to which the
Group granted Karuna an exclusive license to research, develop and sell KarXT in exchange for a royalty on annual net sales,
development and regulatory milestones and a fixed portion of sublicensing income, if any.
On March 22, 2023, the Group signed an agreement with Royalty Pharma (the \"Royalty Purchase Agreement\"), according to which
the Group sold Royalty Pharma a partial right to receive royalty payments from Karuna in respect of net sales of KarXT, if and when
received. According to the Royalty Purchase Agreement, all royalties due to the Group under the License Agreement will be paid to
Royalty Pharma up to an annual royalties threshold of $60,000 , while all royalties above such annual threshold in a given year will be
split 33% to Royalty Pharma and 67% to the Group. Under the terms of the Royalty Purchase Agreement, the Group received a non-
refundable initial payment of $100,000 at the execution of the Royalty Purchase Agreement and is eligible to receive additional
payments in the aggregate of up to an additional $400,000 based on the achievement of certain regulatory and commercial
milestones.
The Group continues to hold the rights under the License Agreement and has a contractual obligation to deliver cash to Royalty
Pharma for a portion of the royalties it receives. Therefore, the Group will continue to account for any royalties and milestones due
to the Group under the License Agreement as revenue in its Consolidated Statement of Comprehensive Income/(Loss) and record
the proceeds from the Royalty Purchase Agreement as a financial liability on its Consolidated Statement of Financial Position. In
determining the appropriate accounting treatment for the Royalty Purchase Agreement, management applied significant judgment.
The acquisition of Karuna by Bristol Myers Squibb (\"BMS\"), which closed on March 18, 2024, had no impact on the Group's rights or
obligations under the License Agreement or the Royalty Purchase Agreement, each of which remains in full force and effect.
In order to determine the amortized cost of the sale of future royalties liability, management is required to estimate the total amount
of future receipts from and payments to Royalty Pharma under the Royalty Purchase Agreement over the life of the agreement. The
$100,000 liability, recorded at execution of the Royalty Purchase Agreement, is accreted to the total of these receipts and payments
as interest expense over the life of the Royalty Purchase Agreement. These estimates contain assumptions that impact both the
amortized cost of the liability and the interest expense that are recognized in each reporting period.
Additional proceeds received from Royalty Pharma increase the Group\u2019s financial liability. As royalty payments are made to Royalty
Pharma, the balance of the liability is effectively repaid over the life of the Royalty Purchase Agreement. The estimated timing and
amount of royalty payments to and proceeds from Royalty Pharma are likely to change over the life of the Royalty Purchase
Agreement. A significant increase or decrease in estimated royalty payments, or a significant shift in the timing of cash flows, will
materially impact the sale of future royalties liability, interest expense and the time period for repayment. The Group periodically
assesses the expected payments to, or proceeds from, Royalty Pharma. Any such changes in amount or timing of cash flows requires
the Group to re-calculate the amortized cost of the sale of future royalties liability as the present value of the estimated future cash
flows from the Royalty Purchase Agreement that are discounted at the liability\u2019s original effective interest rate. The adjustment is
recognized immediately in profit or loss as income or expense.
On October 1, 2024, the Group received $25,000 from Royalty Pharma upon the FDA's approval for BMS to market KarXT as
Cobenfy. The Group paid Royalty Pharma $3,456 in 2025 for the royalties received from BMS for the sales of Cobenfy from the fourth
quarter of 2024 through the third quarter of 2025. For the year ended December 31, 2025, the Group recognized $4,659 royalty
revenue from BMS\u2019 sale of Cobenfy. The royalties for the fourth quarter of 2025 was paid to Royalty Pharma in February 2026.
The following shows the activity in respect of the sale of future royalties liability:
Sale of future
royalties liability
$
Balance as of January 1, 2024
110,159
Payment from Royalty Pharma \u2013 regulatory milestone
25,000
Non-cash interest expense recognized
8,058
Balance as of December 31, 2024
143,217
Payments to Royalty Pharma
(3,456)
Non-cash interest expense recognized
43,908
Balance as of December 31, 2025
183,669
Sale of future royalties liability, current
13,247
Sale of future royalties liability, non-current
170,422
", "dimensions": { "concept": "ifrs-full:DisclosureOfFinancialLiabilitiesExplanatory", "language": "en", "entity": "scheme:213800LVPDNO2Z9T9I39", "period": "2025-01-01T00:00:00/2026-01-01T00:00:00" } }, "f-576": { "value": "4659000.0", "decimals": -3, "dimensions": { "concept": "ifrs-full:RevenueFromContractsWithCustomers", "entity": "scheme:213800LVPDNO2Z9T9I39", "period": "2025-01-01T00:00:00/2026-01-01T00:00:00", "unit": "iso4217:USD" } }, "f-577": { "value": "13247000.0", "decimals": -3, "dimensions": { "concept": "ptv:SaleOfFutureRoyaltiesLiabilityCurrent", "entity": "scheme:213800LVPDNO2Z9T9I39", "period": "2026-01-01T00:00:00", "unit": "iso4217:USD" } }, "f-578": { "value": "
19.
Financial Instruments
The Group\u2019s financial instruments consist of financial assets in the form of convertible notes, investment in shares, and financial
liabilities, including notes and preferred shares. Many of these financial instruments are presented at fair value, with changes in fair
value recorded through profit and loss.
Fair Value Process
For financial instruments measured at fair value under IFRS 9, the change in the fair value is reflected through profit and loss. Using
the guidance in IFRS 13, the total business enterprise value and allocable equity of each entity being valued can be determined
using a market backsolve approach through a recent arm\u2019s length financing round (or a future probable arm's length transaction),
market/asset probability-weighted expected return method (\"PWERM\") approach, discounted cash flow approach, or hybrid
approaches. The approaches, in order of strongest fair value evidence, are detailed as\u00a0follows:
Valuation Method
Description
Market \u2013 Backsolve
The market backsolve approach benchmarks the original issue price (OIP) of the company\u2019s latest
funding transaction as current value.
Market/Asset \u2013 PWERM
Under a PWERM, the company value is based upon the probability-weighted present value of
expected future investment returns, considering each of the possible future outcomes available to
the enterprise. Possible future outcomes can include IPO scenarios, potential SPAC transactions,
merger and acquisition transactions as well as other similar exit transactions of the investee.
Income Based \u2013 DCF
The income approach is used to estimate fair value based on the income streams, such as cash flows
or earnings, that an asset or business can be expected to generate.
At each measurement date, investments held at fair value (that are not publicly traded) as well as the fair value of subsidiary
preferred share liability, including embedded conversion rights that are not bifurcated, were determined using the following
allocation methods: option pricing model (\u201cOPM\u201d), PWERM, or hybrid allocation framework. The methods are detailed as follows:
Allocation Method
Description
OPM
The OPM model treats preferred stock as call options on the enterprise\u2019s equity value, with exercise
prices based on the liquidation preferences of the preferred stock.
PWERM
Under a PWERM, share value is based upon the probability-weighted present value of expected
future investment returns, considering each of the possible future outcomes available to the
enterprise, as well as the rights of each share class.
Hybrid
The hybrid method is a combination of the PWERM and OPM. Under the hybrid method, multiple
liquidity scenarios are weighted based on the probability of the scenario's occurrence, similar to the
PWERM, while also utilizing the OPM to estimate the allocation of value in one or more of the
scenarios.
Valuation policies and procedures are regularly monitored by the Group. Fair value measurements, including those categorized
within Level 3, are prepared and reviewed for reasonableness and compliance with the fair value measurements guidance under
IFRS accounting standards. The Group measures fair value using the following fair value hierarchy that reflects the significance of the
inputs used in making the measurements:
Fair Value
Hierarchy\u00a0Level
Description
Level 1
Inputs that are quoted market prices (unadjusted) in active markets for identical instruments.
Level 2
Inputs other than quoted prices included within Level 1 that are observable either directly (i.e. as
prices) or indirectly (i.e. derived from prices).
Level 3
Inputs that are unobservable. This category includes all instruments for which the valuation technique
includes inputs not based on observable data and the unobservable inputs have a significant effect
on the instruments' valuation.
Whilst the Group considers the methodologies and assumptions adopted in fair value measurements as supportable and
reasonable, because of the inherent uncertainty of valuation, those estimated values may differ significantly from the values that
would have been used had a ready market for the investment existed.
19.
Financial Instruments continued
Subsidiary Preferred Share Liability
As of December 31, 2025 and December 31, 2024, the fair value of subsidiary preferred share liability was $169 and $169 ,
respectively. See Note 17. Subsidiary Preferred Shares for the changes in the Group\u2019s subsidiary preferred share liability
measured\u00a0at fair value, which are categorized as Level 3 in the fair value hierarchy. The changes in fair value of subsidiary preferred
share liability are recorded in finance income/(costs) \u2013 fair value accounting in the Consolidated Statement of Comprehensive
Income/(Loss).
Investments Held at Fair Value
The Group has immaterial investments in listed entities on an active exchange, and as such, the fair value of these investments
as\u00a0of\u00a0December 31, 2025 was calculated utilizing the quoted common share price, which is categorized as Level 1 in the fair value
hierarchy.
Seaport, Vedanta and Sonde
As of December 31, 2025, the Group accounted for the following investments under IFRS 9 as investments held at fair value with
changes in fair value through profit and loss: Seaport preferred shares, Vedanta preferred shares, and Sonde preferred A-2 and B
shares. The valuations of the aforementioned investments are categorized as Level 3 in the fair value hierarchy due to the use of
significant unobservable inputs to value such assets. During the year ended December 31, 2025, the Group recorded such
investments at fair value and recognized a gain of $39,074 for the changes in fair value of the investments.
The following table summarizes the changes in all the Group\u2019s investments held at fair value categorized as Level 3 in the fair
value\u00a0hierarchy:
Level 3 Investments held at fair value
Balance under
IFRS 9
$
Equity method
loss recorded
against LTI
$
Carrying Amount
$
Balance as of January 1, 2024
24,872
\u2014
24,872
Deconsolidation of Seaport - new investment in Seaport preferred shares
179,248
\u2014
179,248
Gain/(loss) on changes in fair value
(10,361)
\u2014
(10,361)
Equity method loss recorded against LTI
\u2014
(5,307)
(5,307)
Balance as of December 31, 2024
193,758
(5,307)
188,452
Investment in Vedanta preferred shares
888
\u2014
888
Conversion of Vedanta note to preferred shares
2,836
\u2014
2,836
Gain/(loss) on changes in fair value
39,074
\u2014
39,074
Equity method loss recorded against LTI, net
\u2014
(13,831)
(13,831)
Balance as of December 31, 2025
236,557
(19,138)
217,419
The changes in fair value of investments held at fair value are recorded in gain/(loss) on investments held at fair value in the
Consolidated Statement of Comprehensive Income/(Loss).
As of December 31, 2025, the Group\u2019s material investment held at fair value categorized as Level 3 in the fair value hierarchy
included the preferred shares of Seaport with fair value of $236,003. The significant unobservable inputs used at December 31, 2025
in\u00a0the fair value measurement of this investment and the sensitivity of the fair value measurement to changes in these significant
unobservable inputs are summarized in the table below.
As of December 31, 2025
Investment Measured through
Market Backsolve & PWERM
Unobservable Inputs
Input Value
Sensitivity Range
Fair Value Increase/
(Decrease) $
Equity Value
689,748
-10%
(24,667)
+10%
24,634
Probability of entering into an initial public offering (\"IPO\")*
50%
-10%
(5,270)
+10%
5,270
*Assumed the IPO event occurs on June 30, 2026.
The unobservable inputs outlined within the table above were used to determine the fair value of our investment in the convertible
preferred shares of a private company as of December 31, 2025. Whilst the Group considers the methodologies and assumptions
used in the fair value measurement to be supportable and reasonable based on a number of factors, including stage of
development for underlying programs and market conditions, because of the inherent uncertainties associated with the valuation,
the estimated value may differ significantly from the values that would have been used had a ready market for the investment
existed. The fair value measurement of our investment in the convertible preferred shares will be updated at each reporting date.
19.
Financial Instruments continued
Investments in Notes from Associates
As of December 31, 2025 and 2024, the investment in notes from associates was $11,417 and $17,731, respectively. The\u00a0balance as
of December 31, 2025 represents the fair value of convertible promissory notes issued by Gelesis with a principal value of $26,850.
The balance as of December 31, 2024 represents the fair value of the aforementioned convertible debt issued by Gelesis as well as
the convertible promissory note issued by Vedanta with a principal value of $5,000. The Vedanta convertible note was converted into
shares of Vedanta Series A-1 preferred stock in August 2025. See Note 5. Investments Held at Fair Value. As a result, the Vedanta
convertible promissory note is no longer outstanding.
During the year ended December 31, 2025, the Group recorded a loss of $3,628 for the changes in fair value of the notes from
associates in the gain/(loss) on investments in notes from associates within the Consolidated Statement of Comprehensive Income/
(Loss). The loss was primarily driven by a decrease of $3,514 in the fair value of the Vedanta convertible\u00a0note prior to its conversion.
In October 2023, Gelesis ceased operations and filed a voluntary petition for relief under the provisions of Chapter 7 of Title 11 of
the United States Bankruptcy Code. Therefore, the Group determined the fair value of the convertible promissory notes issued by
Gelesis to be $0 as of December 31, 2023. In June 2024, the Bankruptcy Court approved an executed agreement for a third party to
acquire the remaining net assets of Gelesis for $15,000. As the only senior secured creditor, the Group is expected to receive a
majority of the proceeds from this sale after deduction of legal and administrative costs incurred by the Bankruptcy Court. As of
December 31, 2025 and 2024, these notes were determined to have a fair value of $11,417 and $11,381, respectively.
The convertible debt issued by Vedanta was valued at the conversion date using a probability-weighted backsolve approach.
Fair Value Measurement and Classification
The fair value of financial instruments by category as of December 31, 2025 and 2024:
2025
Carrying Amount
Fair Value
Financial Assets
$
Financial
Liabilities
$
Level 1
$
Level 2
$
Level 3
$
Total
$
Financial assets1:
Money Markets 2
97,447
\u2014
97,447
\u2014
\u2014
97,447
Investment in notes from associates
11,417
\u2014
\u2014
\u2014
11,417
11,417
Investments held at fair value3
217,426
\u2014
7
\u2014
217,419
217,426
Total financial assets
326,290
\u2014
97,454
\u2014
228,836
326,290
Financial liabilities:
Subsidiary preferred shares
\u2014
169
\u2014
\u2014
169
169
Share-based liability awards
\u2014
3,044
\u2014
\u2014
3,044
3,044
Total financial liabilities
\u2014
3,213
\u2014
\u2014
3,213
3,213
1.Excluded from the table above are short-term investments of $24,829 and cash equivalent of $124,538 that are classified at amortized cost as of December 31, 2025. The cost of these
short-term investments and cash equivalent approximates current fair value.
2.Included within cash and cash equivalents.
3.The carrying amount of\u00a0 $217,419 reflects the fair value of $236,557 as of December 31, 2025, net of $19,138 in equity method loss allocated to the long-term interest.
2024
Carrying Amount
Fair Value
Financial Assets
$
Financial
Liabilities
$
Level 1
$
Level 2
$
Level 3
$
Total
$
Financial assets1:
Money Markets 2
181,716
\u2014
181,716
\u2014
\u2014
181,716
Investment in notes from associates
17,731
\u2014
\u2014
\u2014
17,731
17,731
Investments held at fair value3
191,426
\u2014
2,974
\u2014
188,452
191,426
Total financial assets
390,873
\u2014
184,690
\u2014
206,183
390,873
Financial liabilities:
Subsidiary preferred shares
\u2014
169
\u2014
\u2014
169
169
Share-based liability awards
\u2014
3,736
\u2014
\u2014
3,736
3,736
Total financial liabilities
\u2014
3,905
\u2014
\u2014
3,905
3,905
1.Excluded from the table above are short-term investments of $86,666 and cash equivalent of $62,179 that are classified at amortized cost as of December 31, 2024. The cost of these
short-term investments and cash equivalent approximates current fair value.
2.Included within cash and cash equivalents.
3.The carrying amount of $188,452 reflects the fair value of $193,758 as of December 31, 2024, net of $5,307 in equity method loss allocated to the long-term interest.
", "dimensions": { "concept": "ifrs-full:DisclosureOfFinancialInstrumentsExplanatory", "language": "en", "entity": "scheme:213800LVPDNO2Z9T9I39", "period": "2025-01-01T00:00:00/2026-01-01T00:00:00" } }, "f-580": { "value": "
The Group\u2019s financial instruments consist of financial assets in the form of convertible notes, investment in shares, and financial
liabilities, including notes and preferred shares. Many of these financial instruments are presented at fair value, with changes in fair
value recorded through profit and loss.
Fair Value Process
For financial instruments measured at fair value under IFRS 9, the change in the fair value is reflected through profit and loss. Using
the guidance in IFRS 13, the total business enterprise value and allocable equity of each entity being valued can be determined
using a market backsolve approach through a recent arm\u2019s length financing round (or a future probable arm's length transaction),
market/asset probability-weighted expected return method (\"PWERM\") approach, discounted cash flow approach, or hybrid
approaches. The approaches, in order of strongest fair value evidence, are detailed as\u00a0follows:
Valuation Method
Description
Market \u2013 Backsolve
The market backsolve approach benchmarks the original issue price (OIP) of the company\u2019s latest
funding transaction as current value.
Market/Asset \u2013 PWERM
Under a PWERM, the company value is based upon the probability-weighted present value of
expected future investment returns, considering each of the possible future outcomes available to
the enterprise. Possible future outcomes can include IPO scenarios, potential SPAC transactions,
merger and acquisition transactions as well as other similar exit transactions of the investee.
Income Based \u2013 DCF
The income approach is used to estimate fair value based on the income streams, such as cash flows
or earnings, that an asset or business can be expected to generate.
At each measurement date, investments held at fair value (that are not publicly traded) as well as the fair value of subsidiary
preferred share liability, including embedded conversion rights that are not bifurcated, were determined using the following
allocation methods: option pricing model (\u201cOPM\u201d), PWERM, or hybrid allocation framework. The methods are detailed as follows:
Allocation Method
Description
OPM
The OPM model treats preferred stock as call options on the enterprise\u2019s equity value, with exercise
prices based on the liquidation preferences of the preferred stock.
PWERM
Under a PWERM, share value is based upon the probability-weighted present value of expected
future investment returns, considering each of the possible future outcomes available to the
enterprise, as well as the rights of each share class.
Hybrid
The hybrid method is a combination of the PWERM and OPM. Under the hybrid method, multiple
liquidity scenarios are weighted based on the probability of the scenario's occurrence, similar to the
PWERM, while also utilizing the OPM to estimate the allocation of value in one or more of the
scenarios.
Valuation policies and procedures are regularly monitored by the Group. Fair value measurements, including those categorized
within Level 3, are prepared and reviewed for reasonableness and compliance with the fair value measurements guidance under
IFRS accounting standards. The Group measures fair value using the following fair value hierarchy that reflects the significance of the
inputs used in making the measurements:
Fair Value
Hierarchy\u00a0Level
Description
Level 1
Inputs that are quoted market prices (unadjusted) in active markets for identical instruments.
Level 2
Inputs other than quoted prices included within Level 1 that are observable either directly (i.e. as
prices) or indirectly (i.e. derived from prices).
Level 3
Inputs that are unobservable. This category includes all instruments for which the valuation technique
includes inputs not based on observable data and the unobservable inputs have a significant effect
on the instruments' valuation.
Whilst the Group considers the methodologies and assumptions adopted in fair value measurements as supportable and
reasonable, because of the inherent uncertainty of valuation, those estimated values may differ significantly from the values that
would have been used had a ready market for the investment existed.
19.
Financial Instruments continued
", "dimensions": { "concept": "ifrs-full:DisclosureOfFairValueMeasurementExplanatory", "language": "en", "entity": "scheme:213800LVPDNO2Z9T9I39", "period": "2025-01-01T00:00:00/2026-01-01T00:00:00" } }, "f-579": { "value": "
The Group\u2019s financial instruments consist of financial assets in the form of convertible notes, investment in shares, and financial
liabilities, including notes and preferred shares. Many of these financial instruments are presented at fair value, with changes in fair
value recorded through profit and loss.
Fair Value Process
For financial instruments measured at fair value under IFRS 9, the change in the fair value is reflected through profit and loss. Using
the guidance in IFRS 13, the total business enterprise value and allocable equity of each entity being valued can be determined
using a market backsolve approach through a recent arm\u2019s length financing round (or a future probable arm's length transaction),
market/asset probability-weighted expected return method (\"PWERM\") approach, discounted cash flow approach, or hybrid
approaches. The approaches, in order of strongest fair value evidence, are detailed as\u00a0follows:
Valuation Method
Description
Market \u2013 Backsolve
The market backsolve approach benchmarks the original issue price (OIP) of the company\u2019s latest
funding transaction as current value.
Market/Asset \u2013 PWERM
Under a PWERM, the company value is based upon the probability-weighted present value of
expected future investment returns, considering each of the possible future outcomes available to
the enterprise. Possible future outcomes can include IPO scenarios, potential SPAC transactions,
merger and acquisition transactions as well as other similar exit transactions of the investee.
Income Based \u2013 DCF
The income approach is used to estimate fair value based on the income streams, such as cash flows
or earnings, that an asset or business can be expected to generate.
At each measurement date, investments held at fair value (that are not publicly traded) as well as the fair value of subsidiary
preferred share liability, including embedded conversion rights that are not bifurcated, were determined using the following
allocation methods: option pricing model (\u201cOPM\u201d), PWERM, or hybrid allocation framework. The methods are detailed as follows:
Allocation Method
Description
OPM
The OPM model treats preferred stock as call options on the enterprise\u2019s equity value, with exercise
prices based on the liquidation preferences of the preferred stock.
PWERM
Under a PWERM, share value is based upon the probability-weighted present value of expected
future investment returns, considering each of the possible future outcomes available to the
enterprise, as well as the rights of each share class.
Hybrid
The hybrid method is a combination of the PWERM and OPM. Under the hybrid method, multiple
liquidity scenarios are weighted based on the probability of the scenario's occurrence, similar to the
PWERM, while also utilizing the OPM to estimate the allocation of value in one or more of the
scenarios.
Valuation policies and procedures are regularly monitored by the Group. Fair value measurements, including those categorized
within Level 3, are prepared and reviewed for reasonableness and compliance with the fair value measurements guidance under
IFRS accounting standards. The Group measures fair value using the following fair value hierarchy that reflects the significance of the
inputs used in making the measurements:
Fair Value
Hierarchy\u00a0Level
Description
Level 1
Inputs that are quoted market prices (unadjusted) in active markets for identical instruments.
Level 2
Inputs other than quoted prices included within Level 1 that are observable either directly (i.e. as
prices) or indirectly (i.e. derived from prices).
Level 3
Inputs that are unobservable. This category includes all instruments for which the valuation technique
includes inputs not based on observable data and the unobservable inputs have a significant effect
on the instruments' valuation.
Whilst the Group considers the methodologies and assumptions adopted in fair value measurements as supportable and
reasonable, because of the inherent uncertainty of valuation, those estimated values may differ significantly from the values that
would have been used had a ready market for the investment existed.
19.
Financial Instruments continued
", "dimensions": { "concept": "ifrs-full:DisclosureOfFairValueOfFinancialInstrumentsExplanatory", "language": "en", "entity": "scheme:213800LVPDNO2Z9T9I39", "period": "2025-01-01T00:00:00/2026-01-01T00:00:00" } }, "f-581": { "value": "24829000.0", "decimals": -3, "dimensions": { "concept": "ptv:ShortTermInvestments", "entity": "scheme:213800LVPDNO2Z9T9I39", "period": "2026-01-01T00:00:00", "unit": "iso4217:USD" } }, "f-582": { "value": "86666000.0", "decimals": -3, "dimensions": { "concept": "ptv:ShortTermInvestments", "entity": "scheme:213800LVPDNO2Z9T9I39", "period": "2025-01-01T00:00:00", "unit": "iso4217:USD" } }, "f-584": { "value": "
20.
Subsidiary Notes Payable
The subsidiary notes payable was comprised of loans as of December 31, 2025 and 2024 with a balance of $4,916 and $4,111,
respectively. It also included convertible notes of $260 as of December 31, 2023. These instruments do not contain embedded
derivatives, and therefore, are held at amortized cost.
Loans
In October 2010, Follica entered into a loan and security agreement with Lighthouse Capital Partners VI, L.P. The loan is secured by
Follica\u2019s assets, including Follica\u2019s intellectual property and bears interest at a rate of 5.0% in the interest only period and 12.0% in
the repayment period.
Convertible Notes
The activities of the convertible notes were as follows:
Knode
$
Appeering
$
Total
$
Balance as of January 1, 2023
99
149
248
Accrued interest on convertible notes - finance costs
5
8
13
Balance as of December 31, 2023
104
156
260
Accrued interest on convertible notes - finance costs
5
7
12
Forgiveness of debt \u2013 entity dissolution \u2013 finance income
(109)
(164)
(273)
Balance as of December 31, 2024
\u2014
\u2014
\u2014
In November 2024, the Group dissolved Knode and Appeering as they were no longer operational entities. As a result, the principal
and interest on these notes outstanding were written off in full as of the dissolution date.
", "dimensions": { "concept": "ifrs-full:DisclosureOfBorrowingsExplanatory", "language": "en", "entity": "scheme:213800LVPDNO2Z9T9I39", "period": "2025-01-01T00:00:00/2026-01-01T00:00:00" } }, "f-583": { "value": "
20.
Subsidiary Notes Payable
The subsidiary notes payable was comprised of loans as of December 31, 2025 and 2024 with a balance of $4,916 and $4,111,
respectively. It also included convertible notes of $260 as of December 31, 2023. These instruments do not contain embedded
derivatives, and therefore, are held at amortized cost.
Loans
In October 2010, Follica entered into a loan and security agreement with Lighthouse Capital Partners VI, L.P. The loan is secured by
Follica\u2019s assets, including Follica\u2019s intellectual property and bears interest at a rate of 5.0% in the interest only period and 12.0% in
the repayment period.
Convertible Notes
The activities of the convertible notes were as follows:
Knode
$
Appeering
$
Total
$
Balance as of January 1, 2023
99
149
248
Accrued interest on convertible notes - finance costs
5
8
13
Balance as of December 31, 2023
104
156
260
Accrued interest on convertible notes - finance costs
5
7
12
Forgiveness of debt \u2013 entity dissolution \u2013 finance income
(109)
(164)
(273)
Balance as of December 31, 2024
\u2014
\u2014
\u2014
In November 2024, the Group dissolved Knode and Appeering as they were no longer operational entities. As a result, the principal
and interest on these notes outstanding were written off in full as of the dissolution date.
", "dimensions": { "concept": "ifrs-full:DisclosureOfSignificantInvestmentsInSubsidiariesExplanatory", "language": "en", "entity": "scheme:213800LVPDNO2Z9T9I39", "period": "2025-01-01T00:00:00/2026-01-01T00:00:00" } }, "f-585": { "value": "
The subsidiary notes payable was comprised of loans as of December 31, 2025 and 2024 with a balance of $4,916 and $4,111,
respectively. It also included convertible notes of $260 as of December 31, 2023. These instruments do not contain embedded
derivatives, and therefore, are held at amortized cost.
Loans
In October 2010, Follica entered into a loan and security agreement with Lighthouse Capital Partners VI, L.P. The loan is secured by
Follica\u2019s assets, including Follica\u2019s intellectual property and bears interest at a rate of 5.0% in the interest only period and 12.0% in
the repayment period.
Convertible Notes
The activities of the convertible notes were as follows:
Knode
$
Appeering
$
Total
$
Balance as of January 1, 2023
99
149
248
Accrued interest on convertible notes - finance costs
5
8
13
Balance as of December 31, 2023
104
156
260
Accrued interest on convertible notes - finance costs
5
7
12
Forgiveness of debt \u2013 entity dissolution \u2013 finance income
(109)
(164)
(273)
Balance as of December 31, 2024
\u2014
\u2014
\u2014
In November 2024, the Group dissolved Knode and Appeering as they were no longer operational entities. As a result, the principal
and interest on these notes outstanding were written off in full as of the dissolution date.
", "dimensions": { "concept": "ifrs-full:DisclosureOfDebtSecuritiesExplanatory", "language": "en", "entity": "scheme:213800LVPDNO2Z9T9I39", "period": "2025-01-01T00:00:00/2026-01-01T00:00:00" } }, "f-586": { "value": "
21.
Non-Controlling Interest
As of December 31, 2025 and 2024, non-controlling interests included Entrega and Follica. Ownership interests of the non-
controlling interests in these entities as of December 31, 2025 were 11.7%, and 19.9%, respectively. There was no change from
December 31, 2024, in the ownership interests of the non-controlling interests in these two entities.\u00a0 Non-controlling interests
include the amounts recorded for subsidiary stock awards. See Note 10 Share-based Payments.
For the year ended December 31, 2024, Seaport issued 950,000 shares of fully vested common stock to the Group and 3,450,000
shares of common stock to certain officers and directors, of which 2,455,555 shares were fully vested before Seaport's
deconsolidation from the Group's Consolidated Financial Statements on October 18, 2024. Ownership interest of non-controlling
interests was 61.3% immediately before Seaport's deconsolidation.
During the year ended December 31, 2023, Vedanta Biosciences, Inc was deconsolidated.\u00a0 See Note 8. Gain/(loss) on
Deconsolidation of Subsidiary.
21.
Non-Controlling Interest continued
The following table summarizes the changes in the non-controlling ownership interest in subsidiaries:
Non-Controlling
Interest
$
Balance as of January 1, 2023
5,369
Share of comprehensive income/(loss)
(931)
Equity settled share-based payments
277
Expiration of share options in subsidiary
(1,458)
Deconsolidation of subsidiary (Vedanta)
(9,085)
Other
(6)
Balance as of December 31, 2023
(5,835)
Share of comprehensive income/(loss)
(25,728)
Equity settled share-based payments
17,372
Deconsolidation of subsidiary (Seaport)
7,430
Other
(13)
Balance as of December 31, 2024
(6,774)
Share of comprehensive income/(loss)
(345)
Equity settled share-based payments - See Note 10. Share-based Payments
758
Expiration of share options in subsidiary
(36)
Balance as of December 31, 2025
(6,397)
", "dimensions": { "concept": "ifrs-full:DisclosureOfNoncontrollingInterestsExplanatory", "language": "en", "entity": "scheme:213800LVPDNO2Z9T9I39", "period": "2025-01-01T00:00:00/2026-01-01T00:00:00" } }, "f-587": { "value": "
22.
Trade and Other Payables
Information regarding Trade and other payables was as follows:
Balance as of December 31,
2025
$
2024
$
Trade payables
3,070
5,522
Accrued expenses
18,273
18,705
Liability for share-based awards, short-term
1,827
1,875
Other
15
917
Total trade and other payables
23,185
27,020
", "dimensions": { "concept": "ifrs-full:DisclosureOfTradeAndOtherPayablesExplanatory", "language": "en", "entity": "scheme:213800LVPDNO2Z9T9I39", "period": "2025-01-01T00:00:00/2026-01-01T00:00:00" } }, "f-588": { "value": "
23.
Leases and subleases
The activity related to the Group\u2019s right of use asset and lease liability for the years ended December 31, 2025 and 2024 is as follows:
Right of use asset, net
2025
$
2024
$
Balance as of January 1,
8,061
9,825
Depreciation
(1,764)
(1,764)
Balance as of December 31,
6,297
8,061
23.
Leases and subleases continued
Total lease liability
2025
$
2024
$
Balance as of January 1,
18,250
21,644
Cash paid for rent - principal - financing cash flow
(3,579)
(3,394)
Cash paid for rent - interest - operating cash flow
(1,065)
(1,295)
Interest expense
1,065
1,295
Balance as of December 31,
14,671
18,250
Depreciation of the right-of-use assets, which virtually all consist of leased real estate, is included in the general and administrative
expenses and research and development expenses line items in the Consolidated Statement of Comprehensive Income/(Loss).
The\u00a0Group recorded depreciation expense of $1,764, $1,764 and $1,979 for the years ended December 31, 2025, 2024 and
2023,\u00a0respectively.
The following table details the short-term and long-term portion of the lease liability as of December 31, 2025 and 2024:
Total lease liability
2025
$
2024
$
Short-term portion of lease liability
3,584
3,579
Long-term portion of lease liability
11,087
14,671
Total lease liability
14,671
18,250
The following table details the future maturities of the lease liability, showing the undiscounted lease payments to be paid after the
reporting date:
2025
$
Less than one year
4,419
One to two years
4,551
Two to three years
4,687
Three to four years
2,796
Four to five years
\u2014
More than five years
\u2014
Total undiscounted lease maturities
16,452
Interest
1,781
Total lease liability
14,671
During the year ended December 31, 2019, the Group entered into a lease agreement for certain premises consisting of 50,858
rentable square feet of space located at 6 Tide Street, Boston, Massachusetts. The lease commenced on April 26, 2019 for an initial
term consisting of ten years and three months, and there is an option to extend the lease for two consecutive periods of five years
each. The Group assessed at the lease commencement date whether it was reasonably certain to exercise the extension options,
and deemed such options were not reasonably certain to be exercised. The Group will reassess whether it is reasonably certain to
exercise the options only if there is a significant event or significant change in circumstances within its control.
On June 26, 2019, the Group executed a sublease agreement with Gelesis. The lease is for 9,446 rentable square feet located on the
sixth floor of the Group\u2019s former office at 501 Boylston Street, Boston, Massachusetts. The sublease expired on August 31, 2025, and
was determined to be a finance lease. Gelesis ceased operations and filed for bankruptcy on October 30, 2023. As a result, the
Group wrote off its receivable in the lease of $1,266 in 2023.
On January 23, 2023, the Group executed a sublease agreement with Allonnia, LLC (\u201cAllonnia\u201d). The sublease was initially for
approximately 11,000 rentable square feet located on the third floor of the 6 Tide Street building where the Group\u2019s offices are
currently located. Allonnia obtained possession of the premises on February 17, 2023 with a rent commencement date of May 17,
2023. The annual lease fee was $1,111 per year. The lease term was for two years from the rent commencement date, and Allonnia
had the option to extend the sublease. In February 2024, Allonnia extended the lease term through May 31, 2026. The annual lease
fee increased to $1,279 per year.\u00a0 In May 2025, Allonnia extended the lease term through June 26, 2027. The average annual lease
fee increased to $1,384 per year. The sublease was determined to be an operating lease, and as such, the total lease payments
under the sublease agreement are recognized over the lease term on a straight-line basis.
Rental income recognized by the Group during the year ended December 31, 2025,\u00a0 2024, and 2023 was $1,238,\u00a0 $1,053, and
$781\u00a0respectively, which was included in the other income/(expense) line item in the Consolidated Statement of Comprehensive
Income/(Loss).", "dimensions": { "concept": "ifrs-full:DisclosureOfLeasesExplanatory", "language": "en", "entity": "scheme:213800LVPDNO2Z9T9I39", "period": "2025-01-01T00:00:00/2026-01-01T00:00:00" } }, "f-589": { "value": "
24.
Capital and Financial Risk Management
Capital Risk Management
The Group's capital and financial risk management policy is to maintain a strong capital base to support its strategic priorities,
maintain investor, creditor and market confidence as well as sustain the future development of the business. The Group\u2019s objectives
when managing capital are to safeguard its ability to continue as a going concern, to provide returns for shareholders and benefits
for other stakeholders, and to maintain an optimal capital structure to reduce the cost of capital. To maintain or adjust the capital
structure, the Group may issue new shares or incur new debt. The Group has no material externally imposed capital requirements.
The Group\u2019s share capital is set out in Note 16. Equity.
Management continuously monitors the level of capital deployed and available for deployment in the Wholly-Owned programs\u00a0
segment and at Founded Entities. The Directors seek to maintain a balance between the higher returns that might be possible with
higher levels of deployed capital and the advantages and security afforded by a sound capital position.
The Group\u2019s Directors have overall responsibility for the establishment and oversight of the Group's capital and risk management
framework. The Group is exposed to certain risks through its normal course of operations. The Group\u2019s main objective in using
financial instruments is to promote the development and commercialization of intellectual property through the raising and investing
of funds for this purpose. The nature, amount and timing of investments are determined by planned future investment activity. Due
to the nature of activities and with the aim to maintain the investors\u2019 funds as secure and protected, the Group\u2019s policy is to hold any
excess funds in highly liquid and readily available financial instruments and maintain minimal exposure to other financial risks.
The Group has exposure to the following risks arising from financial instruments:
Credit Risk
Credit risk is the risk of financial loss to the Group if a customer or counterparty to a financial instrument fails to meet its contractual
obligations. Financial instruments that potentially subject the Group to concentrations of credit risk consist principally of cash and
cash equivalents, short-term investments, and trade and other receivables. The Group held the following balances:\u00a0
2025
$
2024
$
Balance as of December 31,
Cash and cash equivalents
252,470
280,641
Short-term investments
24,829
86,666
Trade and other receivables
1,758
1,522
Total
279,057
368,828
The Group invests its excess cash in U.S. Treasury Bills (presented as short-term investments), and money market accounts, which the
Group believes are of high credit quality. Further, the Group's cash and cash equivalents and short-term investments are held at
diverse, investment-grade financial institutions.
The Group assesses the credit quality of customers on an ongoing basis. The credit quality of financial assets is assessed by
historical and recent payment history, counterparty financial position, and reference to credit ratings (if available) or to historical
information about counterparty default rates. The Group does not have expected credit losses due to the high credit quality or
healthy financial conditions of these counterparties. As of December 31, 2025 and 2024, none of the trade and other receivables
were impaired.
Liquidity Risk
Liquidity risk is the risk that the Group will encounter difficulty in meeting the obligations associated with its financial liabilities that
are settled by delivering cash or another financial asset. The Group actively manages its liquidity risk by closely monitoring the
maturity of its financial assets and liabilities and projected cash flows from operations, under both normal and stressed conditions,
without incurring unacceptable losses or risking damage to the Group\u2019s reputation. Due to the nature of these financial liabilities,
the funds are available on demand to provide optimal financial flexibility.
The table below summarizes the maturity profile of the Group\u2019s financial liabilities, including subsidiary preferred shares that have
customary liquidation preferences, as of December 31, 2025 and 2024, based on contractual undiscounted payments:
Balance as of December 31,
2025
Carrying
Amount
$
Within Three
Months
$
Three to
Twelve Months
$
One to Five
Years
$
Total
$ (*)
Subsidiary notes payable (Note 20)
4,916
4,916
\u2014
\u2014
4,916
Trade and other payables (Note 22)
23,185
23,185
\u2014
\u2014
23,185
Tax liability (Note 27)
1,208
\u2014
1,208
\u2014
1,208
Subsidiary preferred shares (Note 17)1
169
169
\u2014
\u2014
169
Total
29,477
28,269
1,208
\u2014
29,477
24.
Capital and Financial Risk Management continued
Balance as of December 31,
2024
Carrying
Amount
$
Within Three
Months
$
Three to Twelve
Months
$
One to Five
Years
$
Total
$ (*)
Subsidiary notes payable (Note 20)
4,111
4,111
\u2014
\u2014
4,111
Trade and other payables (Note 22)
27,020
27,020
\u2014
\u2014
27,020
Tax liability (Note 27)
75
75
\u2014
\u2014
75
Subsidiary preferred shares (Note 17)1
169
169
\u2014
\u2014
169
Total
31,375
31,375
\u2014
\u2014
31,375
1Redeemable only upon a liquidation or deemed liquidation event, as defined in the applicable shareholder documents.
*Does not include payments in respect of lease obligations nor payments on sale of future royalties liability. For the contractual future payments related to lease obligations, see Note
23. Leases and subleases. For contractual future payments related to sale of future royalties, see Note 18. Sale of Future Royalties Liability.
Interest Rate Sensitivity
As of December 31, 2025 , the Group had cash and cash equivalents of $252,470, and short-term investments of $24,829. The Group's
exposure to interest rate sensitivity is impacted by changes in the underlying U.K. and U.S. bank interest rates. The Group has not
entered into investments for trading or speculative purposes. Due to the conservative nature of the Group's investment portfolio,
which is predicated on capital preservation and investments in short duration, high-quality U.S. Treasury Bills and related money
market accounts, a change in interest rates would not have a material effect on the fair market value of the Group's portfolio, and
therefore, the Group does not expect operating results or cash flows to be significantly affected by changes in market interest rates.
Controlled Founded Entity Investments
The Group maintains investments in certain Controlled Founded Entities. The Group\u2019s investments in Controlled Founded Entities
are eliminated as intercompany transactions upon financial consolidation. The Group is, however, exposed to a subsidiary preferred
share liability owing to the terms of existing preferred shares and the ownership of Controlled Founded Entities preferred shares by
third parties. As discussed in Note 17. Subsidiary Preferred Shares, certain of the Group\u2019s subsidiaries have issued preferred shares
that include the right to receive a payment in the event of any voluntary or involuntary liquidation, dissolution or winding up of a
subsidiary, including in the event of \"deemed liquidation\" as defined in the incorporation documents of the entities, which shall be
paid out of the assets of the subsidiary available for distribution to shareholders, and before any payment shall be made to holders
of ordinary shares. The liability of preferred shares is maintained at fair value through profit and loss and was insignificant as of
December 31, 2025. The Group\u2019s cash position supports the business activities of the Controlled Founded Entities. Accordingly, the
Group views exposure to the third party subsidiary preferred share liability as low.
Deconsolidated Founded Entity Investments
The Group maintains certain debt or equity holdings in Founded Entities that are deconsolidated. These holdings are deemed
either as investments carried at fair value under IFRS 9 with changes in fair value recorded through profit and loss or as associates
accounted for under IAS 28 using the equity method. The Group's exposure to investments held at fair value and investments in
notes from associates was $217,426 and $11,417, respectively, as of December 31, 2025, and the Group may or may not be able to
realize the value in the future. Accordingly, the Group views the risk as high. The Group\u2019s exposure to investments in associates is
limited to the carrying amount of the investment in an associate. The Group is not exposed to further contractual obligations or
contingent liabilities beyond the value of the initial investments. As of December 31, 2025, the investments in associates include
Sonde and Seaport, and the carrying amounts of the investments under the equity method were $0. Accordingly, the Group views
the risk as low.
Equity Price Risk
As of December 31, 2024, the Group held 2,671,800 common shares of Vor with a fair value of $2,966. These common shares were
sold in 2025. As of December 31, 2025, the Group held immaterial investments in listed entities on an active exchange. As such, the
Group views the exposure to equity price risk as low.
Foreign Exchange Risk
The Group maintains Consolidated Financial Statements in the Group's functional currency, which is the U.S. dollar. Monetary assets
and liabilities denominated in currencies other than the functional currency are translated into the functional currency at exchange
rates prevailing at the balance sheet dates.\u00a0Non-monetary\u00a0assets and liabilities denominated in foreign currencies are translated into
the functional currency at the exchange rates prevailing at the date of the transaction. Exchange gains or losses arising from foreign
currency transactions are included in the determination of net income/(loss) for the respective periods. Such foreign currency gains
or losses were not material for all reported periods.
The Group does not currently engage in currency hedging activities since its foreign currency risk is limited, but the Group may
begin to do so in the future if and when its foreign currency risk exposure changes.
", "dimensions": { "concept": "ifrs-full:DisclosureOfFinancialRiskManagementExplanatory", "language": "en", "entity": "scheme:213800LVPDNO2Z9T9I39", "period": "2025-01-01T00:00:00/2026-01-01T00:00:00" } }, "f-590": { "value": "
Credit Risk
Credit risk is the risk of financial loss to the Group if a customer or counterparty to a financial instrument fails to meet its contractual
obligations. Financial instruments that potentially subject the Group to concentrations of credit risk consist principally of cash and
cash equivalents, short-term investments, and trade and other receivables.", "dimensions": { "concept": "ifrs-full:DisclosureOfCreditRiskExplanatory", "language": "en", "entity": "scheme:213800LVPDNO2Z9T9I39", "period": "2025-01-01T00:00:00/2026-01-01T00:00:00" } }, "f-591": { "value": "252470000.0", "decimals": -3, "dimensions": { "concept": "ifrs-full:CashAndCashEquivalents", "entity": "scheme:213800LVPDNO2Z9T9I39", "period": "2026-01-01T00:00:00", "unit": "iso4217:USD" } }, "f-592": { "value": "280641000.0", "decimals": -3, "dimensions": { "concept": "ifrs-full:CashAndCashEquivalents", "entity": "scheme:213800LVPDNO2Z9T9I39", "period": "2025-01-01T00:00:00", "unit": "iso4217:USD" } }, "f-593": { "value": "24829000.0", "decimals": -3, "dimensions": { "concept": "ptv:ShortTermInvestments", "entity": "scheme:213800LVPDNO2Z9T9I39", "period": "2026-01-01T00:00:00", "unit": "iso4217:USD" } }, "f-594": { "value": "86666000.0", "decimals": -3, "dimensions": { "concept": "ptv:ShortTermInvestments", "entity": "scheme:213800LVPDNO2Z9T9I39", "period": "2025-01-01T00:00:00", "unit": "iso4217:USD" } }, "f-595": { "value": "
Liquidity Risk
Liquidity risk is the risk that the Group will encounter difficulty in meeting the obligations associated with its financial liabilities that
are settled by delivering cash or another financial asset. The Group actively manages its liquidity risk by closely monitoring the
maturity of its financial assets and liabilities and projected cash flows from operations, under both normal and stressed conditions,
without incurring unacceptable losses or risking damage to the Group\u2019s reputation. Due to the nature of these financial liabilities,
the funds are available on demand to provide optimal financial flexibility.
", "dimensions": { "concept": "ifrs-full:DisclosureOfLiquidityRiskExplanatory", "language": "en", "entity": "scheme:213800LVPDNO2Z9T9I39", "period": "2025-01-01T00:00:00/2026-01-01T00:00:00" } }, "f-596": { "value": "
25.
Commitments and Contingencies
The Group is a party to certain licensing agreements where the Group is licensing IP from third parties. In consideration for such
licenses, the Group has made upfront payments and may be required to make additional contingent payments based on
developmental and sales milestones and/or royalties on future sales. As of December 31, 2025 , certain milestone events have not yet
occurred, and therefore, the Group does not have a present obligation to make the related payments in respect of the licenses.
Such milestones are dependent on events that are outside of the control of the Group, and many of these milestone events are
remote of occurring. Payments in respect of developmental milestones that are dependent on events that are outside the control of
the Group but are reasonably possible to occur amounted to approximately $7,121 and $7,121, respectively, as of December 31,
2025 and December 31, 2024 . These milestone amounts represent an aggregate of multiple milestone payments depending on
different milestone events in multiple agreements. The probability that all such milestone events will occur in the aggregate is
remote. Payments made to license IP represent the acquisition cost of intangible assets.
The Group is a party to arrangements with contract manufacturing and contract research organizations, whereby the counterparty
provides the Group with research and/or manufacturing services. As of December 31, 2025 and December 31, 2024 , the
noncancellable commitments in respect of such contracts amounted to approximately $4,308 and $8,395, respectively.
In March 2024, a complaint was filed in Massachusetts District Court against the Group alleging breach of contract with respect to
certain payments alleged to be owed to a previous employee of a Group's subsidiary based on purported terms of a contract
between such individual and the Group. As of December 31, 2024 , the Group recognized a provision of $900, which represented
management's best estimate of the expected settlement related to the financial obligation associated with the lawsuit, considering
the likelihood of settlement. During the year ended December 31, 2025, a settlement was reached, and payments in the amounts of
$850 and $89 were made in June 2025 and July 2025, respectively.
The Group is involved from time-to-time in various legal proceedings arising in the normal course of business. Although the
outcomes of these legal proceedings are inherently difficult to predict, the Group does not expect the resolution of such legal
proceedings to have a material adverse effect on its financial position or results of operations. The Group did not book any
provisions and did not identify any contingent liabilities requiring disclosure for any legal proceedings in the years ended December
31, 2025 and 2024", "dimensions": { "concept": "ifrs-full:DisclosureOfCommitmentsAndContingentLiabilitiesExplanatory", "language": "en", "entity": "scheme:213800LVPDNO2Z9T9I39", "period": "2025-01-01T00:00:00/2026-01-01T00:00:00" } }, "f-597": { "value": "
The Group is a party to certain licensing agreements where the Group is licensing IP from third parties. In consideration for such
licenses, the Group has made upfront payments and may be required to make additional contingent payments based on
developmental and sales milestones and/or royalties on future sales. As of December 31, 2025 , certain milestone events have not yet
occurred, and therefore, the Group does not have a present obligation to make the related payments in respect of the licenses.
Such milestones are dependent on events that are outside of the control of the Group, and many of these milestone events are
remote of occurring. Payments in respect of developmental milestones that are dependent on events that are outside the control of
the Group but are reasonably possible to occur amounted to approximately $7,121 and $7,121, respectively, as of December 31,
2025 and December 31, 2024 . These milestone amounts represent an aggregate of multiple milestone payments depending on
different milestone events in multiple agreements. The probability that all such milestone events will occur in the aggregate is
remote. Payments made to license IP represent the acquisition cost of intangible assets.", "dimensions": { "concept": "ifrs-full:DisclosureOfContingentLiabilitiesExplanatory", "language": "en", "entity": "scheme:213800LVPDNO2Z9T9I39", "period": "2025-01-01T00:00:00/2026-01-01T00:00:00" } }, "f-598": { "value": "
The Group is a party to arrangements with contract manufacturing and contract research organizations, whereby the counterparty
provides the Group with research and/or manufacturing services.", "dimensions": { "concept": "ifrs-full:DisclosureOfCommitmentsExplanatory", "language": "en", "entity": "scheme:213800LVPDNO2Z9T9I39", "period": "2025-01-01T00:00:00/2026-01-01T00:00:00" } }, "f-599": { "value": "
26.
Related Parties Transactions
Related Party Subleases
During 2019, the Group executed a sublease agreement with a related party, Gelesis. During 2023, the sublease receivable was
written down to $0 as Gelesis ceased operations and filed for bankruptcy. The Group recorded $23 of interest income with respect
to the sublease during the year ended December 31, 2023, which is presented within finance income in the Consolidated Statement
of Comprehensive Income/(Loss).
Key Management Personnel Compensation
Key management includes executive directors and members of the executive management team of the Group (not including non-
executive directors and not including subsidiary directors). The key management personnel compensation of the Group was as
follows for the years ended December 31:
2025
$
2024
$
2023
$
For the years ended December 31,
Short-term employee benefits
3,918
5,166
9,714
Post-employment benefits
76
61
41
Termination benefits
408
395
417
Share-based payment expense
2,174
2,540
599
Total
6,576
8,161
10,772
Short-term employee benefits include salaries, health care and other non-cash benefits. Post-employment benefits include 401K
contributions from the Group. Termination benefits include severance pay. Share-based payments are generally subject to vesting
terms over future periods. See Note 10 Share-based Payments. As of December 31, 2025 and 2024, the payable due to the key
management employees was $1,613, and $1,509 , respectively.
In addition, the Group incurred remuneration expense for non-executive directors in the amounts of $673, $670 and $475 for the
years ended December 31, 2025, 2024 and 2023, respectively. Also, the Group incurred $574, $501 and $373 of share-based
compensation expense for such non-executive directors for the years ended December 31, 2025, 2024 and 2023, respectively.
During 2025, the Group entered into an agreement with a contract research, development, and manufacturing organization whose
board chairperson is also a non-executive director of the Group. As of December 31, 2025, $210 was included in the Consolidated
Statement of Financial Position as an accounts payable to this related party, of which $58 was expensed during the year in
connection with this related party agreement.
During the years ended December 31, 2025, 2024 and 2023, the Group incurred $46, $34, and $46 respectively, of expenses from
other related\u00a0parties.
Convertible Notes Issued to Directors
During the year ended December 31, 2024, the Group dissolved an inactive subsidiary, which held a convertible note issued
to\u00a0a\u00a0related party. As a result of the entity's dissolution, the convertible note's outstanding balance on the day of dissolution
was\u00a0written down to $0 and a gain of $108 was recorded and included in finance income/ (costs) within the Consolidated Statement
of Comprehensive Income/(Loss).
26.
Related Parties Transactions continued
Directors\u2019 and Senior Managers\u2019 Shareholdings and Share Incentive Awards
The Directors and senior managers hold beneficial interests in shares in the following businesses as of December 31, 2025:
Business name (share class)
Number of
shares held as
of December
31, 2025
Number of
options held as
of December 31,
2025
Number of
RSUs held as of
December 31,
2025
Ownership
interest\u00b9
Directors:
Dr Robert Langer
Entrega (Common)
250,000
82,500
\u2014
4.35%
Dr John LaMattina
Vedanta Biosciences (Common)
2,500
427,416
\u2014
0.15%
Seaport Therapeutics (Preferred B)2
21,052
\u2014
\u2014
0.01%
Michele Holcomb
Seaport Therapeutics (Preferred B)
21,052
\u2014
\u2014
0.01%
Sharon Barber-Lui
Seaport Therapeutics (Preferred B)
21,052
\u2014
\u2014
0.01%
Kiran Mazumdar-Shaw
Seaport Therapeutics (Preferred B)3
21,052
\u2014
\u2014
0.01%
Senior Managers:
Eric Elenko
Seaport Therapeutics (Common)
950,000
\u2014
\u2014
0.63%
1Ownership interests as of December 31, 2025 are calculated on a diluted basis, including issued and outstanding shares, warrants and options (and written commitments to issue
options) but excluding unallocated shares authorized to be issued pursuant to equity incentive plans.
2Dr. John and Ms. Mary LaMattina hold 21,052 Series B preferred shares of Seaport Therapeutics.
3\u00a0 \u00a0 \u00a0 Shares owned through Glentec International.
Directors and senior managers hold 7,522,370 ordinary shares and 3.1% voting rights of the Group as of December 31, 2025. This
amount excludes options to purchase 422,221 ordinary shares. This amount also excludes 2,535,651 shares, which are issuable based
on the terms of performance-based RSU awards granted to certain senior managers covering the financial years from 2023 to 2027,
and 2,180,815 shares of time-based RSUs to senior managers, which vest primarily over 3 years. Such shares will be issued to such
senior managers in future periods provided that performance and/or service conditions are met, and certain of the shares will be
withheld for payment of customary withholding taxes. This amount also excludes 469,720 shares, which are issuable to non-executive
directors immediately prior to the Group's 2026 Annual General Meeting of Stockholders, based on the terms of the RSU awards
granted to non-executive directors in 2025.
During the year ended December 31, 2024, certain officers and directors participated in the Tender Offer. See Note 16. Equity for
details on the program. Consequently, the Group repurchased a total of 767,533 ordinary shares at 250 pence per ordinary share
from these related parties.
Other
See Note 7. Investment in Notes from Associates for details on the notes issued by Gelesis, Sonde, and Vedanta to the Group.
As of December 31, 2025, and 2024 the Group had receivables outstanding from Seaport in the amounts of $7, and\u00a0 $408,
respectively.", "dimensions": { "concept": "ifrs-full:DisclosureOfTransactionsBetweenRelatedPartiesExplanatory", "language": "en", "entity": "scheme:213800LVPDNO2Z9T9I39", "period": "2025-01-01T00:00:00/2026-01-01T00:00:00" } }, "f-600": { "value": "
27.
Taxation
Tax on the profit or loss for the year comprises current and deferred income tax. Tax is recognized in the Consolidated Statement of
Comprehensive Income/(Loss) except to the extent that it relates to items recognized directly in equity.
For the years ended December 31, 2025, 2024 and 2023, the Group filed a consolidated U.S. federal income tax return that included
all subsidiaries in which the Group owned greater than 80% of the vote and value. For the years ended December 31, 2025, 2024
and 2023, the Group filed certain consolidated state income tax returns which included all subsidiaries in which the Group owned
greater than 50% of the vote and value. The remaining subsidiaries file separate U.S. tax returns.
27.
Taxation continued
Amounts recognized in Consolidated Statement of Comprehensive Income/(Loss):
2025
$
2024
$
2023
$
For the year ended December 31,
Income/(loss) for the year
(110,084)
27,782
(66,628)
Income tax expense/(benefit)
(842)
(4,008)
30,525
Income/(loss) before taxes
(110,927)
23,774
(36,103)
Recognized Income Tax Expense/(Benefit):
2025
$
2024
$
2023
$
For the year ended December 31,
Federal - current
874
35,310
(2,246)
State - current
1,018
13,144
(46)
Total current income tax expense/(benefit)
1,892
48,454
(2,292)
Federal - deferred
(2,734)
(46,442)
29,294
State - deferred
\u2014
(6,020)
3,523
Total deferred income tax expense/(benefit)
(2,734)
(52,462)
32,817
Total income tax expense/(benefit), recognized
(842)
(4,008)
30,525
The income tax expense/(benefit) was $(842), $(4,008) and $30,525 for the tax years ended December 31, 2025 , 2024 and 2023,
respectively.
The income tax benefit recognized in 2025 was primarily due to capital loss generated on the sale of the Vor Biopharma investment
and general business tax credits, partially offset by the recognition of a reserve for uncertain tax positions related to a state audit.
The income tax benefit recognized in 2024 was primarily attributable to the recognition of a deferred tax asset, which was generated
in 2024 from the sale of the Group\u2019s investment in Akili common stock. This deferred tax asset was used to offset income generated
from the sale of the Group\u2019s investment in Karuna common shares, partially offset with state income tax expense.
Reconciliation of Effective Tax Rate
The Group is primarily subject to taxation in the U.S. A reconciliation of the U.S. federal statutory tax rate to the effective tax rate
is\u00a0as follows:
2025
2024
2023
For the year ended December 31,
$
%
$
%
$
%
US federal statutory rate
(23,295)
21.00
4,994
21.00
(7,573)
21.00
State taxes, net of federal effect
(5,664)
5.11
1,026
4.32
(3,974)
11.01
Tax credits
(1,772)
1.60
(2,517)
(10.59)
(9,167)
25.39
Stock-based compensation
777
(0.70)
2,123
8.93
589
(1.63)
Finance income/(costs) \u2013 fair value
accounting
769
(0.69)
1,640
6.90
(556)
1.54
Loss with respect to associate for
which no deferred tax asset is
recognized
639
(0.58)
210
0.88
249
(0.69)
Revaluation of deferred due to rate
change
(271)
0.24
(3,419)
(14.38)
\u2014
\u2014
Nondeductible compensation
505
(0.46)
1,534
6.45
872
(2.42)
Recognition of deferred tax assets
and tax benefits not previously
recognized
(962)
0.87
(12,396)
(52.14)
(433)
1.20
Unrecognized deferred tax asset
\u2014
\u2014
\u2014
\u2014
83,984
(232.63)
Deconsolidation of subsidiary
\u2014
\u2014
3,863
16.25
(17,506)
48.49
Cancellation of Debt Income
\u2014
\u2014
(987)
(4.15)
\u2014
\u2014
Current year losses and credits for
which no deferred tax asset is
recognized
27,288
(24.60)
\u2014
\u2014
\u2014
\u2014
Uncertain tax positions
1,208
(1.09)
\u2014
\u2014
\u2014
\u2014
Other
(66)
0.06
755
3.16
1,321
(3.65)
Worthless stock deduction
\u2014
\u2014
(833)
(3.50)
(17,281)
47.87
(842)
0.76
(4,008)
(16.86)
30,525
(84.52)
The Group is also subject to taxation in the UK, but to date, no taxable income has been generated in the UK. Changes in corporate
tax rates can change both the current tax expense (benefit) as well as the deferred tax expense (benefit).
27.
Taxation continued
Deferred Tax Assets and Liabilities
Deferred tax assets have been recognized in the U.S. jurisdiction in respect of the following items:
2025
$
2024
$
For the year ended December 31,
Operating tax losses
33,810
2,621
Tax credits
272
238
Share-based payments
5,989
6,206
Capitalized research & development expenditures
40,696
48,904
Lease liability
3,912
4,851
Sale of future royalties
53,321
42,406
Deferred tax assets
137,999
105,226
Investments held at fair value
(31,289)
(23,565)
Right of use assets
(1,679)
(2,143)
Property and equipment, net
(796)
(1,235)
Investment in associates
\u2014
(637)
Other temporary differences
(2,198)
(1,900)
Deferred tax liabilities
(35,962)
(29,480)
Deferred tax assets (liabilities), net
102,037
75,746
Deferred tax assets (liabilities), net, not recognized
102,037
75,746
As of December 31, 2025, the Group does not have sufficient taxable temporary differences; has a history of losses; and does not
believe it is probable future profits will be available to support the recognition of its deferred tax assets. The unrecognized deferred
tax assets of $102,037 are primarily related to capitalized research & development expenditures, net operating loss carryforwards
and deferred tax asset related to the sale of future royalties to Royalty Pharma.
Unrecognized Deferred Tax Assets
Deferred tax assets have not been recognized in respect of the following carryforward losses, credits and temporary differences,
because it is not probable that future taxable profit will be available against which the Group can use the benefits therefrom.
2025
$
2024
$
For the year ended December 31,
Gross Amount
Tax Effected
Gross Amount
Tax Effected
Deductible temporary difference
254,843
67,955
274,227
72,887
Tax losses*
123,691
33,810
7,815
2,621
Tax credits
272
272
238
238
Total
378,806
102,037
282,280
75,746
*The gross amount in the table above represents federal tax losses; tax-effected amounts reflect both federal and state net operating losses. See the footnote disclosure below for
details\u00a0 on gross state tax net operating losses carryforwards.
Tax Losses and Tax Credits Carryforwards
Tax losses and tax credits for which no deferred tax asset was recognized are presented below:
Balance as of December 31,
2025
$
2024
$
Gross Amount
Tax Effected
Gross Amount
Tax Effected
Tax losses expiring:
Within 10 years
2,382
593
1,537
416
More than 10 years
2,440
7,604
3,285
729
Available Indefinitely
118,870
25,613
2,993
1,476
Total*
123,691
33,810
7,815
2,621
Tax credits expiring:
Within 10 years
91
91
44
44
More than 10 years
181
181
194
194
Available indefinitely
\u2014
\u2014
\u2014
\u2014
Total
272
272
238
238
*The gross amount in the table above represents federal tax losses; tax-effected amounts reflect both federal and state net operating losses. See the footnote disclosure below for
details on gross state tax net operating losses carryforwards.
27.
Taxation continued
The Group had U.S. federal net operating losses carry forwards (\u201cNOLs\u201d) of $123,691, $7,815 and $13,681 as of December 31, 2025,
2024 and 2023, respectively, which are available to offset future taxable income. These NOLs expire through 2037 with the exception
of $118,870, which is not subject to expiration, and can be utilized up to 80% of annual taxable income. The Group had U.S. federal
research and development tax credits of approximately $272, $238 and $1,396 as of December 31, 2025, 2024 and 2023, respectively,
which are available to offset future taxes that expire at various dates through 2044. A portion of these federal NOLs and credits can
only be used to offset the profits from the Group\u2019s subsidiaries who file separate federal tax returns. These NOLs and credits are
subject to review and possible adjustment by the Internal Revenue Service.
The Group had state net operating losses carry forwards (\u201cNOLs\u201d) of approximately $376,066, $125,322 and $111,446 for the years
ended December 31, 2025, 2024 and 2023 , respectively, which are available to offset future taxable income. These NOLs expire at
various dates beginning in 2030. These NOLs are subject to review and possible adjustment by state taxing authority.
Utilization of the NOLs and research and development credit carryforwards may be subject to a substantial annual limitation under
Section 382 of the Internal Revenue Code of 1986 due to ownership change limitations that have occurred previously or that could
occur in the future. These ownership changes may limit the amount of NOL and research and development credit carryforwards that
can be utilized annually to offset future taxable income and tax, respectively. The Group has performed a Section 382 analysis
through December 31, 2025. The results of this analysis concluded that certain net operating losses were subject to limitation under
Section 382 of the Internal Revenue Code. None of the Group\u2019s net operating losses, which are subject to a Section 382 limitation,
has been recognized in the financial statements.
Tax Balances
The tax related balances presented in the Consolidated Statement of Financial Position are as follows:
For the year ended December 31,
2025
$
2024
$
Income tax receivable \u2013 current
6,372
\u2014
Tax liability \u2013 current
(1,208)
(75)
Uncertain Tax Positions
The Group has recorded an uncertain tax position reserve of approximately $1,208 as of December 31, 2025, inclusive of interest
and penalties, related to a state audit. U.S. corporations are routinely subject to audit by federal and state tax authorities in the
normal course of business.
", "dimensions": { "concept": "ifrs-full:DisclosureOfIncomeTaxExplanatory", "language": "en", "entity": "scheme:213800LVPDNO2Z9T9I39", "period": "2025-01-01T00:00:00/2026-01-01T00:00:00" } }, "f-601": { "value": "
28.
Subsequent Events
The Group has evaluated subsequent events after December 31, 2025, up to the date of issuance, April\u00a029, 2026, of the
Consolidated Financial Statements, and has not identified any recordable or disclosable events not otherwise reported in these
Consolidated Financial Statements or notes thereto.
", "dimensions": { "concept": "ifrs-full:DisclosureOfEventsAfterReportingPeriodExplanatory", "language": "en", "entity": "scheme:213800LVPDNO2Z9T9I39", "period": "2025-01-01T00:00:00/2026-01-01T00:00:00" } }, "f-602": { "value": "6 Tide Street, Suite 400, Boston, Massachusetts 02210", "dimensions": { "concept": "ifrs-full:PrincipalPlaceOfBusiness", "language": "en", "entity": "scheme:213800LVPDNO2Z9T9I39", "period": "2025-01-01T00:00:00/2026-01-01T00:00:00" } } } }