[8-K/A] Barinthus Biotherapeutics plc American Amends Material Event Report

Rhea-AI Filing Summary

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.

Positive

• Company corrected an identified inaccuracy in its previously furnished Exhibit 99.1
• No other changes were made to the Original Report, per the amendment
• Item 2.02 material is furnished, not filed, which limits certain Section 18 liabilities

Negative

• Original Exhibit 99.1 included an inaccurate statement about the Phase 1 VTP-850 prostate cancer trial
• Amendment implies prior communications contained an error that investors previously received

Insights

Securities Analyst

TL;DR: Amendment corrects a specific inaccurate trial statement; changes appear limited and have neutral investor impact.

The filing identifies a single, isolated correction to Exhibit 99.1 concerning the Phase 1 VTP-850 prostate cancer trial and explicitly states no other amendments were made. Item 2.02 supplies a press release announcing the quarter ended June 30, 2025 financial results but is furnished, not "filed," limiting Section 18 liability and incorporation by reference. Based on the filing text, this is a routine corrective disclosure rather than a material restatement of financials or corporate strategy.

Corporate Governance Expert

TL;DR: The company corrected a disclosure error in a previously furnished press release; governance process produced a targeted amendment.

The amendment focuses solely on an inaccurate sub-bullet in Exhibit 99.1 about the Phase 1 VTP-850 trial result. The filing affirms no other changes to the original report, indicating the company limited the scope of the correction. The document also reiterates that the Item 2.02 material is furnished and not subject to the liabilities applicable to "filed" statements, which is a standard disclosure treatment in these circumstances.

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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K/A

(Amendment No. 1) 

CURRENT REPORT

Pursuant to Section 13 or 15(d)

of the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): August 7, 2025

BARINTHUS BIOTHERAPEUTICS PLC

(Exact name of registrant as specified in its charter)

England and Wales	001-40367	Not Applicable
(State or other jurisdiction of incorporation)	(Commission File Number)	(I.R.S. Employer Identification No.)

Barinthus Biotherapeutics plc

20400 Century Blvd, Suite 210

Germantown, MD 20874

(Address of principal executive offices, including zip code)

(443) 917-0966

(Registrant’s telephone number, including area code)

Not Applicable 

(Former name or former address, if changed since last report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

¨ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

¨ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

¨ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

¨ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:

Title of each class	Trade Symbol(s)	Name of each exchange on which registered
American Depositary Shares	BRNS	The Nasdaq Global Market
Ordinary shares, nominal value £0.000025 per share*

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§ 230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§ 240.12b-2 of this chapter).

Emerging growth company  x

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.  ¨

*American Depositary Shares may be evidenced by American Depositary Receipts. Each American Depositary Share represents one (1) ordinary share. Not for trading, but only in connection with the listing of the American Depositary Shares on The Nasdaq Global Market. The American Depositary Shares represent the right to receive ordinary shares and are being registered under the Securities Act of 1933, as amended, pursuant to a separate Registration Statement on Form F-6. Accordingly, the American Depositary Shares are exempt from the operation of Section 12(a) of the Securities Exchange Act of 1934, as amended, pursuant to Rule 12a-8.

00-0000000

EXPLANATORY NOTE

Barinthus Biotherapeutics plc (the “Company”) is filing this Amendment No. 1 on Form 8-K/A (this “Amendment”) to amend its Current Report on Form 8-K furnished by the Company to the Securities and Exchange Commission (the “SEC”) on August 7, 2025 (the “Original Report”). The Exhibit 99.1 to the Original Report inadvertently included an inaccurate statement in a sub-bullet describing the trial result of the Company’s Phase 1 trial of VTP-850 in patients with prostate cancer. The sole purpose of this Amendment No is to correct the information in this sub-bullet in the Exhibit 99.1. No other changes have been made to the Original Report.

Item 2.02. Results of Operations and Financial Condition.

On August 7, 2025, Barinthus Biotherapeutics plc (the “Company”) provided an overview of the Company’s progress and announced its financial results for the quarter ended June 30, 2025. The full text of the press release issued in connection with the update is furnished as Exhibit 99.1 to this Current Report on Form 8-K.

The information in Item 2.02 of this Form 8-K (including Exhibit 99.1) shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liabilities of that section, nor shall it be deemed incorporated by reference in any filing under the Securities Act of 1933, as amended (the "Securities Act"), or the Exchange Act, except as expressly set forth by specific reference in such a filing.

Item 9.01. Financial Statements and Exhibits.

(d) Exhibits

99.1	Press Release dated August 7, 2025.
104	Cover Page Interactive Data File (embedded within the Inline XBRL document).

SIGNATURE

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

	Barinthus Biotherapeutics plc
Date: August 8, 2025	By:	/s/ William Enright
		William Enright
		Chief Executive Officer

FAQ

What did Barinthus (BRNS) correct in the 8-K/A?

The amendment corrects an inaccurate sub-bullet in Exhibit 99.1 describing the Phase 1 trial result for VTP-850 in patients with prostate cancer.

Did the 8-K/A make any other changes to the original report?

No. The amendment states no other changes were made to the Original Report.

Is the press release containing the financial overview considered filed?

No. The filing states the Item 2.02 press release is furnished and is not deemed "filed" for Section 18 purposes nor incorporated by reference.

Which quarter’s results were referenced in the furnished press release?

The press release announced financial results for the quarter ended June 30, 2025.

Does the amendment disclose the corrected trial result details?

The amendment states it corrected an inaccurate sub-bullet in Exhibit 99.1 but does not provide the corrected trial result text within the amendment itself.