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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): February 23, 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:
| x |
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 1.01 |
Entry into a Material Definitive Agreement. |
Amendment to the Merger Agreement
As previously disclosed, on September 29,
2025, Barinthus Biotherapeutics plc, a public limited company organized under the laws of England and Wales (“Beacon”),
entered into an Agreement and Plan of Merger (the “Original Merger Agreement”) by and among Beacon, Beacon Topco, Inc.,
a Delaware corporation and a direct wholly owned subsidiary of Beacon (“Topco”), Cdog Merger Sub, Inc., a Delaware
corporation and a direct wholly owned subsidiary of Topco (“Merger Sub”), and Clywedog Therapeutics, Inc., a Delaware
corporation (“Clywedog”).
The Original Merger Agreement provides that, among
other things, upon the terms and subject to the conditions set forth therein (i) Topco will acquire the entire issued and to be issued
share capital of Beacon pursuant to a scheme of arrangement (subject to any modification, addition or condition which (a) Beacon,
Topco and Clywedog mutually agree and which (if required) is approved by the High Court of Justice of England and Wales (the “Court”)
or (b) is otherwise imposed by the Court and mutually acceptable to Beacon, Topco and Clywedog, each acting reasonably and in good
faith, in each case in accordance with the Part 26 of the United Kingdom Companies Act 2006 and the Merger Agreement (the “Scheme
of Arrangement” and such transaction, the “Scheme Transaction”)) and (ii) Merger Sub will merge with
and into Clywedog, with Clywedog continuing as the surviving corporation and a direct wholly owned subsidiary of Topco in accordance with
the Delaware General Corporations Law (together with the Scheme Transaction, the “Combinations”).
On February 22, 2026, the Beacon,
Topco, Merger Sub and Clywedog entered into the Amendment to the Agreement and Plan of Merger (the “Merger Agreement Amendment”
and the Original Merger Agreement, as amended by the Merger Agreement Amendment, the “Merger Agreement”). Pursuant
to the Merger Agreement Amendment, (i) the definition of “Scheme Exchange Ratio” as set forth in Section 1.1 of
the Original Merger Agreement was amended and replaced in its entirety to mean a number between 0.1 and 0.166667, as finally determined
by the Board of Directors of Beacon (or a duly appointed committee thereof), (ii) the definition of “Merger Exchange Ratio”
as set forth in Section 1.1 of the Original Merger Agreement was amended and replaced in its entirety to mean a number between 0.000305
and 0.000508, as finally determined by Clywedog and Beacon in accordance with Section 2.6(d) of the Merger Agreement and correspondingly
based on the change to the Scheme Exchange Ratio, in order to maintain the agreed ownership split of Topco following closing of the Combinations,
and (iii) the Clywedog Minimum Cash and Beacon Minimum Cash (each as defined in the Merger Agreement) requirements as set forth in
Section 8.9 and 9.6 of the Merger Agreement, respectively, are expanded to include required minimum cash amounts based
on an assumed closing date of May 31, 2026 and June 30, 2026, respectively, in light of the unexpected delay in the overall
transaction timeline due to the U.S. federal government shutdowns. The foregoing description of the Merger Agreement Amendment
is subject to and qualified in its entirety by reference to the full text of the Merger Agreement Amendment, a copy of which is included
as Exhibit 2.1 hereto, and the terms of which are incorporated herein by reference.
Additional Information and Where to Find It.
In connection with the proposed transaction, Topco
filed with the SEC a registration statement to register the common stock, $0.0001 par value per share, of Topco (“Topco Common
Stock”) to be issued in connection with the Combinations (the “Registration Statement”). The Registration
Statement includes a proxy statement/prospectus which will be mailed or otherwise provided to Beacon’s investors and security holders
of Topco Common Stock. BEACON’S INVESTORS AND SECURITY HOLDERS ARE URGED TO CAREFULLY READ THE REGISTRATION STATEMENT AND THE RELATED
PROXY STATEMENT/PROSPECTUS, AS WELL AS ANY AMENDMENT OR SUPPLEMENTS TO THOSE DOCUMENTS IN THEIR ENTIRETY AND ANY OTHER DOCUMENTS FILED
BY BEACON WITH THE SEC IN CONNECTION WITH THE PROPOSED TRANSACTION OR INCORPORATED BY REFERENCE THEREIN BECAUSE THEY WILL CONTAIN IMPORTANT
INFORMATION ABOUT THE PROPOSED TRANSACTION AND THE PARTIES TO THE PROPOSED TRANSACTION.
Investors and security holders may obtain a free
copy of the Registration Statement and other documents that Topco files with the SEC (when available) from the SEC’s website at
www.sec.gov or at investors.barinthusbio.com.
Participants in the Solicitation.
Clywedog, Beacon and their respective directors,
executive officers, other members of management, certain employees and other persons may be deemed to be participants in the solicitation
of proxies from the security holders of Beacon in connection with the proposed transaction. Security holders may obtain information regarding
the names, affiliations and interests of Beacon’s directors and executive officers in Beacon’s Annual Report on Form 10-K
for the fiscal year ended December 31, 2024, which was filed with the SEC on March 20, 2025, and Beacon’s definitive proxy
statement on Schedule 14A for its 2025 annual meeting of stockholders, which was filed with the SEC on April 25, 2025. To the extent
holdings of Beacon’s securities by Beacon’s directors and executive officers have changed since the amounts set forth in such
Annual Report on Form 10-K, such changes have been or will be reflected on subsequent Statements of Changes in Beneficial Ownership
on Form 4 filed with the SEC. Additional information regarding the interests of such individuals in the proposed transaction will
be included in the Registration Statement relating to the proposed transaction when it is filed with the SEC. These documents (when available)
may be obtained free of charge from the SEC’s website at www.sec.gov and Beacon’s website at investors.barinthusbio.com.
No Offer or Solicitation.
This communication is not intended to and shall
not constitute an offer to buy or sell or the solicitation of an offer to buy or sell any securities, nor shall there be any offer, solicitation
or sale of securities in any jurisdiction in which such offer, solicitation or sale would be unlawful prior to registration or qualification
under the securities laws of any such jurisdiction. No offering of securities shall be made except by means of a prospectus meeting the
requirements of Section 10 of the Securities Act of 1933, as amended, and otherwise in accordance with applicable law.
Cautionary Statement Regarding Forward-Looking
Statements
This communication contains forward-looking statements
within the meaning of federal securities laws, including the “safe harbor” provisions of the Private Securities Litigation
Reform Act of 1995. Such statements are based upon current plans, estimates and expectations of management of Clywedog and Beacon, in
light of historical results and trends, current conditions and potential future developments, and are subject to various risks and uncertainties
that could cause actual results to differ materially from such statements. The inclusion of forward-looking statements should not be regarded
as a representation that such plans, estimates and expectations will be achieved. Words such as “anticipate,” “believe,”
“contemplate,” “continue,” “could,” “estimate,” “expect,” “forecast,”
“guidance,” “intend,” “likely,” “may,” “might,” “objective,” “ongoing,”
“plan,” “predict,” “possible,” “potential,” “project,” “pursue,”
“should,” “target,” “will,” “would” and words and terms of similar substance used in connection
with any discussion of future plans, actions or events identify forward-looking statements. All statements, other than historical facts,
including express or implied statements regarding the proposed transaction; the conversion of equity interests contemplated by the Merger
Agreement; the issuance of shares of common stock of newly formed Topco contemplated by the Merger Agreement; implementation of the proposed
transaction through a UK scheme of arrangement and the merger of Clywedog into a wholly owned subsidiary of Topco; the anticipated percentage
of Topco securities to be received by Clywedog and Beacon shareholders in connection with the proposed transaction; the expected timing
of the closing of the proposed transaction; the ability of the parties to complete the proposed transaction considering the various closing
conditions; the expected benefits of the proposed transaction; the competitive ability and position of Topco after completion of the proposed
transaction; future events and anticipated results of operations; business strategies; the anticipated impact of the proposed transaction
on Topco’s business and future financial and operating results; the expected or estimated amount, achievability, sources, impact
and timing of cost synergies and revenue, growth, operational enhancement, expansion and other value creation opportunities from the proposed
transaction; and any assumptions underlying any of the foregoing, are forward-looking statements. Important factors that could cause actual
results to differ materially from Clywedog’s and Beacon’s plans, estimates or expectations described in such forward-looking
statements could include, but are not limited to: (i) the risk that the proposed transaction may not be completed in a timely manner
or at all, which may adversely affect Clywedog’s and Beacon’s businesses and the price of their respective securities; (ii) uncertainties
as to the timing of the consummation of the proposed transaction; (iii) the potential failure to receive, on a timely basis or otherwise,
the required approvals of the proposed transaction, including stockholder approvals by both Clywedog’s shareholders and Beacon’s
shareholders and the sanction of the High Court of Justice of England and Wales to the Scheme of Arrangement, and the potential failure
to satisfy the other conditions to the consummation of the transaction, including the consummation of a self-tender offer as previously
disclosed; (iv) that the proposed transaction may involve unexpected costs, liabilities or delays; (v) the effect of the announcement,
pendency or completion of the proposed transaction on each of Clywedog’s or Beacon’s ability to attract, motivate, retain
and hire key personnel and maintain relationships with customers, distributors, suppliers and others with whom Clywedog or Beacon does
business, or on Clywedog’s or Beacon’s operating results and business generally; (vi) that the proposed transaction may
divert management’s attention from each of Clywedog’s and Beacon’s ongoing business operations; (vii) the risk
of any legal proceedings related to the proposed transaction or otherwise, or the impact of the proposed transaction thereupon, including
resulting expense or delay; (viii) that Clywedog or Beacon may be adversely affected by other economic, business and/or competitive
factors; (ix) the occurrence of any event, change or other circumstance that could give rise to the termination of the Merger Agreement
relating to the proposed transaction; (x) the risk that restrictions during the pendency of the proposed transaction may impact Clywedog’s
or Beacon’s ability to pursue certain business opportunities or strategic transactions; (xi) the risk that Clywedog or Beacon
may be unable to obtain governmental and regulatory approvals required for the proposed transaction, or that required governmental and
regulatory approvals may delay the consummation of the proposed transaction or result in the imposition of conditions that could reduce
the anticipated benefits of the proposed transaction or cause the parties to abandon the proposed transaction; (xii) the risk that
the anticipated benefits of the proposed transaction may otherwise not be fully realized or may take longer to realize than expected;
(xiii) the impact of legislative, regulatory, economic, competitive and technological changes; (xiv) risks relating to the value
of Topco securities to be issued in the proposed transaction; (xv) the risk that integration of the proposed transaction post-closing
may not occur as anticipated or Topco may not be able to achieve the growth prospects expected from the transaction; (xvi) the effect
of the announcement, pendency or completion of the proposed transaction on the market price of the ADSs of Beacon; (xvii) the implementation
of each of Clywedog’s and Beacon’s business model and strategic plans for product candidates and pipeline, and challenges
inherent in developing, commercializing, manufacturing, launching, marketing and selling potential existing and new products; (xviii) the
scope, progress, results and costs of developing Clywedog’s and Beacon’s product candidates and any future product candidates,
including conducting preclinical studies and clinical trials, and otherwise related to the research and development of Clywedog’s
and Beacon’s pipeline; (xix) the timing and costs involved in obtaining and maintaining regulatory approval for Clywedog’s
and Beacon’s current or future product candidates, and any related restrictions, limitations and/or warnings in the label of an
approved product; (xx) the market for, adoption (including rate and degree of market acceptance) and pricing and reimbursement of
Clywedog’s and Beacon’s product candidates and their respective abilities to compete with therapies and procedures that are
rapidly growing and evolving; (xxi) uncertainties in contractual relationships, including collaborations, partnerships, licensing
or other arrangements and the performance of third-party suppliers and manufacturers; (xxii) the ability of each of Clywedog and
Beacon to establish and maintain intellectual property protection for their respective product candidates and products or avoid or defend
claims of infringement; (xxiii) exposure to inflation, currency rate and interest rate fluctuations and risks associated with doing
business locally and internationally, as well as fluctuations in the market price of the ADSs of Beacon; (xxiv) risks relating to
competition within the industry in which each of Clywedog and Beacon operates; (xxv) the unpredictability and severity of catastrophic
events, including, but not limited to, acts of terrorism or outbreak of war or hostilities; (xxvi) whether the termination of any
of Clywedog’s or Beacon’s license agreements and/or collaboration agreements may impact Topco’s ability to license in
additional programs in the future and the risk of delays or unforeseen costs in terminating such arrangements; and (xxvii) Clywedog’s
and Beacon’s response to any of the aforementioned factors. Additional factors that may affect the future results of Beacon are
set forth in the Registration Statement, Beacon’s filings with the U.S. Securities and Exchange Commission (the “SEC”),
including Beacon’s most recently filed Annual Report on Form 10-K, subsequent Quarterly Reports on Form 10-Q, Current
Reports on Form 8-K and other filings with the SEC, which are available on the SEC’s website at www.sec.gov. See in particular
Item 1A of each of Beacon’s Annual Report on Form 10-K for the fiscal year ended December 31, 2024 and Quarterly Report
on Form 10-Q for the quarterly period ended June 30, 2025 under the headings “Risk Factors.” The risks and uncertainties
described above and in the SEC filings cited above are not exclusive and further information concerning Clywedog and Beacon and their
respective businesses, including factors that potentially could materially affect their respective businesses, financial conditions or
operating results, may emerge from time to time. While the list of factors presented here is, and the list of factors presented in the
Registration Statement are, considered representative, no such list should be considered to be a complete statement of all potential risks
and uncertainties. Readers are urged to consider these factors carefully in evaluating these forward-looking statements, and not to place
undue reliance on any forward-looking statements, which speak only as of the date hereof. Except as required by law, each of Clywedog
and Beacon assumes no obligation to update or revise these forward-looking statements, whether as a result of new information, future
events or otherwise.
| Item 9.01 |
Financial Statements and Exhibits. |
Exhibit
Number |
|
Description |
| |
|
| 2.1 |
|
Merger Agreement Amendment, dated as of February 22, 2026, by and among Beacon, Topco, Merger Sub and Clywedog. |
| |
|
| 104 |
|
Cover Page Interactive Data File (embedded within the Inline XBRL document). |
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: February 23, 2026 |
Barinthus Biotherapeutics plc |
| |
|
|
| |
By: |
/s/ William Enright |
| |
|
William Enright |
| |
|
Chief Executive Officer |
