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Barinthus Biotherapeutics (BRNS) filed its Q3 2025 10‑Q, reporting a wider quarterly loss as it pivots to immunology and prepares for a planned combination with Clywedog. Net loss was $14.6 million for the quarter and $55.4 million year‑to‑date, driven by lower R&D and a one‑time non‑cash intangible impairment.
Cash and cash equivalents were $74.3 million (plus $1.4 million restricted) as of September 30, 2025, with operating cash outflow of $43.7 million for the nine months. R&D expense fell to $5.4 million in Q3 on program deprioritizations, while G&A was $5.2 million. The company recorded a $4.7 million impairment of acquired technology after announcing the Clywedog transaction. There was no license revenue in 2025 versus $15.0 million in the prior‑year period.
Barinthus agreed to a merger under which each ordinary share will convert into one share of Topco common stock, subject to court and shareholder approvals. Topco may elect a self‑tender of up to $27.0 million in its shares before merging Clywedog, whose stock will convert into 4.358932 Topco shares per share. The lead celiac candidate VTP‑1000 continues in Phase 1, with initial SAD data expected before the end of 2025.
Barinthus Biotherapeutics plc (BRNS) furnished an update and announced financial results for the quarter ended September 30, 2025, via an 8-K. The related press release is furnished as Exhibit 99.1 and is not deemed filed under the Exchange Act.
The company also outlined a proposed transaction with Clywedog Therapeutics Inc. and plans to file a Form S-4 containing a joint proxy statement/prospectus for the combined company. Investors will be able to access these materials on the SEC and company websites when available.
The filing reiterates that each American Depositary Share represents one ordinary share and that the ADSs are being registered on Form F-6 and are exempt from Section 12(a) under Rule 12a-8. Barinthus’ ADSs trade on the Nasdaq Global Market under the symbol BRNS.
Barinthus Biotherapeutics plc (BRNS) disclosed entry into a definitive Merger Agreement that will combine Beacon and Clywedog under a new Topco. The transaction uses a dual-structure closing: a UK Scheme of Arrangement affecting Beacon followed by a Delaware merger that makes Clywedog a direct wholly owned subsidiary of Topco. Under the Scheme, each Beacon ordinary share will convert into one Topco common share (plus cash for fractional shares). Under the Merger, each Clywedog share will convert into 4.358932 Topco common shares (plus cash for fractions), resulting in Clywedog holders owning approximately 66% and Beacon holders owning approximately 34% of the combined company at closing. Topco may conduct a self-tender offer up to $27,000,000 before the Merger. Outstanding Beacon options and RSUs will be converted and assumed by Topco on materially the same terms, and certain EMI options are to be exercised or released prior to the Scheme Effective Time. The Topco board composition will allocate at least one-third of director designations to Beacon and two-thirds to Clywedog, with a majority independent board. Closing is subject to customary conditions including regulatory approvals, shareholder approvals, Court sanction of the Scheme, and SEC effectiveness of a registration statement by July 31, 2026. A six-month lock-up applies to certain holders of Topco shares following closing.
Barinthus Biotherapeutics plc filed an Amendment No. 1 to its Current Report to correct an inaccurate statement that had appeared in Exhibit 99.1. The correction relates to a sub-bullet describing the Phase 1 trial result for VTP-850 in patients with prostate cancer. The company states no other changes were made to the original report.
The Original Report also furnished a press release providing an overview and announcing financial results for the quarter ended June 30, 2025; that Item 2.02 information is furnished but expressly not deemed "filed" for Section 18 purposes and is not incorporated by reference.
Q2-25 snapshot: Barinthus Biotherapeutics (BRNS) posted a net loss of $21.1 million (-24.6 % YoY) or -$0.52/sh; six-month loss widened to $40.8 million. Cash & equivalents fell to $86.3 million from $110.7 million at FY-24, but management still forecasts liquidity into early-2027.
Expense trends: R&D dropped 32 % YoY to $8.0 million as infectious-disease and oncology projects were shelved; however, G&A more than doubled to $15.4 million due mainly to an $8.0 million foreign-exchange loss and restructuring costs, lifting total operating spend 24 % to $23.3 million.
Balance sheet & risk: Current assets declined 20 % to $100.4 million; equity slid to $102.5 million. There is no debt, but cash burn averaged ~$17 million per quarter, and accumulated deficit reached $278.4 million.
Pipeline focus: Strategy now centres on immunology & inflammation. Lead SNAP-TI asset VTP-1000 (celiac disease) has completed dosing of two single-ascending-dose cohorts; topline safety/biomarker data expected early Q4-25. VTP-300 (HBV) will finish current Phase 2 trials while partnering options are explored; CEPI-funded MERS vaccine program is being exited.
Key watch-points: 1) VTP-1000 Phase 1 read-out, 2) ability to rein in G&A, 3) partnership progress for VTP-300, and 4) sustaining cash runway under current burn.
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