UNITED STATES
SECURITIES AND EXCHANGE
COMMISSION
Washington, D.C. 20549
FORM 15
CERTIFICATION AND NOTICE OF TERMINATION
OF REGISTRATION UNDER
SECTION 12(g) OF THE SECURITIES EXCHANGE ACT OF 1934 OR SUSPENSION
OF DUTY TO FILE REPORTS UNDER SECTIONS 13 AND
15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934.
| Commission File Number | 001-40367 |
Barinthus
Biotherapeutics plc
(Exact name of registrant
as specified in its charter)
20400
Century Boulevard, Suite 210, Germantown, MD 02874, United States of America
(Address, including zip
code, and telephone number, including area code, of registrant’s principal executive offices)
American
Depositary Shares
(Title of each class of
securities covered by this Form)
None
(Titles of all other classes
of securities for which a duty to file reports under section 13(a) or 15(d) remains)
Please place an X in the box(es) to designate
the appropriate rule provision(s) relied upon to terminate or suspend the duty to file reports:
| Rule
12g-4(a)(1) |
x |
| Rule
12g-4(a)(2) |
¨ |
| Rule
12h-3(b)(1)(i) |
x |
| Rule
12h-3(b)(1)(ii) |
¨ |
| Rule
15d-6 |
¨ |
| Rule
15d-22(b) |
¨ |
| Approximate number of holders of record as of the certification or notice date: |
One |
|
Pursuant to the requirements of the Securities
Exchange Act of 1934 (Name of registrant as specified in charter) has caused this certification/notice to be signed on its behalf by
the undersigned duly authorized person.
| Date: | 9/21/2026 |
| By: |
/s/ William Enright |
| | |
| Name: |
William Enright |
| | |
| Title: |
Chief Executive Officer |