Barinthus Biotherapeutics (NASDAQ: BRNS) investors back scheme implementation

Rhea-AI Filing Summary

Barinthus Biotherapeutics plc reported the final voting results from its court and general meetings on a proposed Scheme of Arrangement connected to a Scheme Transaction. At the Barinthus Court Meeting, 40,848,893 Scheme Shares were entitled to vote and 24,713,109 were present, establishing a quorum. A majority in number of holders, representing 99.98% by value of Scheme Shares voted, approved the Scheme, with 0.02% by value voting against.

At the Barinthus General Meeting, 40,848,893 ordinary shares were entitled to vote and 24,714,119 were present, also establishing a quorum. Holders of ordinary shares cast 99.98% of votes in favor and 0.02% against the special resolutions described as the Scheme Implementation Proposal, with 10 abstentions and no broker non-votes. All matters submitted to a vote at both meetings were approved.

Insights

M&A and corporate governance analyst

Shareholders overwhelmingly approved resolutions to implement Barinthus’s Scheme of Arrangement.

The meetings show very strong backing for the Scheme of Arrangement and related Scheme Implementation Proposal, with 99.98% support at both the court and general meetings. Quorums were comfortably met, with more than half of entitled shares represented at each meeting.

Such high approval typically smooths the path for the Scheme Transaction described in the proxy statement filed on April 22, 2026. The next key steps will follow the procedures of the High Court of Justice in England and Wales and any remaining closing conditions detailed in future company communications.

8-K Event Classification

Item 5.07 — Submission of Matters to a Vote of Security Holders

1 item

Item 5.07 Submission of Matters to a Vote of Security Holders Governance

Results of a shareholder vote on proposals at an annual or special meeting.

Key Figures

Scheme Shares entitled to vote: 40,848,893 shares Scheme Shares represented: 24,713,109 shares Court Meeting votes for scheme: 24,709,337 votes +5 more

8 metrics

Scheme Shares entitled to vote 40,848,893 shares Barinthus Court Meeting entitlement

Scheme Shares represented 24,713,109 shares Present or by proxy at Court Meeting

Court Meeting votes for scheme 24,709,337 votes Resolution to approve Scheme Proposal

Court Meeting votes against scheme 3,772 votes Resolution to approve Scheme Proposal

General Meeting shares represented 24,714,119 shares Ordinary shares present or by proxy

General Meeting votes for implementation 24,710,187 votes Scheme Implementation Proposal

General Meeting votes against implementation 3,922 votes Scheme Implementation Proposal

Approval percentage 99.98% Votes cast in favor at both meetings

Key Terms

Scheme of Arrangement, Scheme Shares, Scheme Transaction, Scheme Implementation Proposal, +2 more

6 terms

Scheme of Arrangement regulatory

"approve the Scheme of Arrangement (as defined in the Proxy Statement)"

A scheme of arrangement is a legal agreement between a company and its shareholders or creditors to reorganize or settle debts, often to avoid bankruptcy or make big changes. It’s like a carefully planned handshake that everyone agrees to, helping the company stay afloat or improve its financial health.

Scheme Shares financial

"meeting of the holders of Scheme Shares (as defined in the Proxy Statement)"

Scheme Transaction financial

"into effect in connection with the Scheme Transaction (terms as defined in the Proxy Statement)"

Scheme Implementation Proposal regulatory

"special resolutions (collectively described as the Scheme Implementation Proposal in the Proxy Statement)"

Proxy Statement regulatory

"described in detail in the Company’s proxy statement filed on April 22, 2026"

A proxy statement is a document companies send to shareholders ahead of a meeting that lays out the items up for a vote—like who will sit on the board, executive pay, and major corporate decisions—and provides background so shareholders can decide how to cast their votes or appoint someone to vote for them. Think of it as an agenda plus a ballot and briefing notes, important because the outcomes can change control, strategy, and value.

special resolutions regulatory

"voted against, the special resolutions (collectively described as the Scheme Implementation Proposal"

Special resolutions are shareholder votes used to approve major, permanent changes to a company—such as altering the rules, approving mergers, or changing capital structure—and they require a higher-than-normal approval level (commonly a substantial supermajority rather than a simple majority). They matter to investors because they can permanently change rights, ownership or strategy; think of them like needing more than a simple majority to pass a company’s equivalent of a constitutional change.

Understanding 8-K Material Events →

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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d)

of the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): May 20, 2026

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.)

c/o Barinthus Biotherapeutics plc

20400 Century Boulevard, Suite 210

Germantown, MD 20874

United States of America

(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

Item 5.07 Submission of Matters to a Vote of Security Holders.

On May 20, 2026, Barinthus Biotherapeutics plc (the “Company”) held (i) a meeting of the holders of Scheme Shares (as defined in the Proxy Statement, as defined below), convened with the permission of the High Court of Justice in England and Wales, to consider, and, if thought fit, approve the Scheme of Arrangement (as defined in the Proxy Statement) (the “Barinthus Court Meeting”) and (ii) a general meeting of the shareholders of the Company, to consider and, if thought fit, approve the resolutions to carry the Scheme of Arrangement into effect in connection with the Scheme Transaction (terms as defined in the Proxy Statement) (the “Barinthus General Meeting”).

At the Barinthus Court Meeting, the number of Scheme Shares entitled to vote at the Barinthus Court Meeting was 40,848,893. The number of Scheme Shares present or represented by valid proxy at the Barinthus Court Meeting was 24,713,109, thus establishing a quorum for the Barinthus Court Meeting. A majority in number of the holders of Scheme Shares who voted, representing 99.98% by value of those Scheme Shares, voted in favor of, and a number of the holders of Scheme Shares who voted, representing 0.02% by value of those Scheme Shares, voted against, the resolution to approve the Scheme of Arrangement and accordingly the requisite majority of holders of Scheme Shares voted in favor of the Scheme of Arrangement. The voting results reported below are final.

Court Meeting		For				Against				Abstain				Broker Non-Votes
1. To approve the Scheme Proposal.			24,709,337				3,772				0				0

At the Barinthus General Meeting, the number of ordinary shares, nominal value £0.000025 per share, of the Company (the “Ordinary Shares”) entitled to vote at the Barinthus General Meeting was 40,848,893. The number of Ordinary Shares present or represented by valid proxy at the Barinthus General Meeting was 24,714,119, thus establishing a quorum for the Barinthus General Meeting. At the Barinthus General Meeting 99.98% of the votes cast by holders of Barinthus Ordinary Shares, voted in favor of, and 0.02% of the votes cast by holders of Barinthus Ordinary Shares, voted against, the special resolutions (collectively described as the Scheme Implementation Proposal in the Proxy Statement) to approve the Scheme Implementation Proposal to carry the Scheme of Arrangement into effect. The voting results reported below are final.

General Meeting		For				Against				Abstain				Broker Non-Votes
1. To approve the Scheme Implementation Proposal.			24,710,187				3,922				10				0

The Scheme Implementation Proposal is described in detail in the Company’s proxy statement filed on April 22, 2026 with the Securities and Exchange Commission under Section 14(a) of the Securities Exchange Act of 1934, as amended (the “Proxy Statement”).

All matters submitted to a vote of the Company’s stockholders at the Barinthus Court Meeting and Barinthus General Meeting were approved. The voting results reported above are final.

SIGNATURES

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

Date: May 21, 2026	Barinthus Biotherapeutics plc
	By:	/s/ William Enright
		William Enright
		Chief Executive Officer

FAQ

What did Barinthus Biotherapeutics (BRNS) shareholders vote on in this 8-K?

Shareholders voted on a Scheme of Arrangement and related Scheme Implementation Proposal. These resolutions are intended to carry a previously described Scheme Transaction into effect, as outlined in the proxy statement filed on April 22, 2026 with the SEC.

How strong was shareholder support for Barinthus Biotherapeutics’ Scheme of Arrangement?

Support was overwhelmingly positive. At the Barinthus Court Meeting, holders representing 99.98% by value of Scheme Shares voted in favor of the Scheme of Arrangement, with only 0.02% by value voting against, and no abstentions or broker non-votes recorded.

What were the voting results at Barinthus Biotherapeutics’ general meeting?

At the Barinthus General Meeting, 99.98% of votes cast by holders of ordinary shares supported the Scheme Implementation Proposal, while 0.02% voted against. There were 10 abstentions and no broker non-votes, and all matters submitted to shareholders were approved.

How many Barinthus Biotherapeutics shares were entitled to vote on the scheme proposals?

For both the Barinthus Court Meeting and the Barinthus General Meeting, 40,848,893 shares were entitled to vote. This figure applied to Scheme Shares at the court meeting and ordinary shares at the general meeting, providing a consistent base for the voting outcomes.

Did Barinthus Biotherapeutics achieve a quorum at its scheme-related meetings?

Yes. The Barinthus Court Meeting had 24,713,109 Scheme Shares present or by proxy, and the General Meeting had 24,714,119 ordinary shares represented. In each case, this was sufficient to establish a quorum and allow valid voting on the proposals.

Where can investors find more detail on Barinthus Biotherapeutics’ Scheme Transaction?

Further detail is in Barinthus Biotherapeutics’ proxy statement filed on April 22, 2026 under Section 14(a) of the Exchange Act. That document describes the Scheme of Arrangement, Scheme Transaction, and Scheme Implementation Proposal considered at the reported meetings.

Filing Exhibits & Attachments

4 documents

Other Documents

• EX-101 XBRL TAXONOMY EXTENSION SCHEMA 3.4 KB
• EX-101 XBRL TAXONOMY EXTENSION DEFINITION LINKBASE 25.9 KB
• EX-101 XBRL TAXONOMY EXTENSION LABEL LINKBASE 35.7 KB
• EX-101 XBRL TAXONOMY EXTENSION PRESENTATION LINKBASE 24.6 KB