Barinthus Biotherapeutics (BRNS) wins more time to meet Nasdaq $1 bid rule

Q: How many Barinthus Biotherapeutics (BRNS) shares were eligible and represented at the 2026 AGM?

Ordinary shares entitled to vote totaled 40,848,893 , and 17,549,280 ordinary shares were present or represented by proxy at the meeting. This participation level established a valid quorum for approving all resolutions and electing directors under the company’s governing documents.

Q: What is happening with Barinthus Biotherapeutics’ (BRNS) Nasdaq listing and bid price requirement?

The company’s ADSs have traded below Nasdaq’s $1.00 minimum bid price, triggering a compliance issue. Nasdaq granted an additional 180 days , until December 28, 2026 , for the company to restore compliance with the bid-price standard necessary for continued listing.

Filing Impact

(Moderate)

Filing Sentiment

(Neutral)

Form Type

8-K

Rhea-AI Filing Summary

Barinthus Biotherapeutics plc reported that all proposals at its 2026 annual meeting were approved, including re-electing two directors, re-appointing PricewaterhouseCoopers LLP as U.K. statutory auditor, ratifying its role as U.S. audit firm, and approving the U.K. directors’ compensation report. Of 40,848,893 ordinary shares entitled to vote, 17,549,280 were present or represented by proxy, establishing a quorum.

The company also received a Nasdaq notice granting an additional 180 days, until December 28, 2026, to regain compliance with the $1.00 per share minimum bid price requirement. In connection with this extension, its American Depositary Shares transferred from the Nasdaq Global Market to the Nasdaq Capital Market, and the company is evaluating options such as a potential reverse stock split to restore compliance and avoid possible delisting.

Positive

None.

Negative

Bid-price deficiency and listing downgrade: The company remains below Nasdaq’s $1.00 minimum bid requirement, has been moved from the Nasdaq Global Market to the Nasdaq Capital Market, and faces potential ADS delisting if it cannot regain compliance by December 28, 2026.

Insights

Nasdaq grants more time, but bid-price noncompliance and market downgrade add listing risk.

Barinthus Biotherapeutics secured stockholder support for all routine governance items, including director re-elections and auditor appointments, with over 17.5 million ordinary shares represented out of more than 40.8 million entitled to vote. This indicates solid participation and no visible governance disputes.

More consequential is Nasdaq’s 180-day extension, to December 28, 2026, to cure the $1.00 minimum bid price deficiency. The transfer of ADSs from the Nasdaq Global Market to the Nasdaq Capital Market reflects a step down in listing tier, which sophisticated investors may view as a sign of pressure on the company’s equity profile.

Management states it will monitor the ADS bid price and may consider a reverse stock split to regain compliance if needed. Future developments will depend on whether the ADSs can sustain at least $1.00 for the required 10 or more consecutive trading days before the new deadline or whether Nasdaq advances delisting proceedings.

8-K Event Classification

2 items: 5.07, 8.01

2 items

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.

Item 8.01 Other Events Other

Voluntary disclosure of events the company deems important to shareholders but not covered by other items.

Key Figures

Shares entitled to vote: 40,848,893 shares Shares represented at AGM: 17,549,280 shares Minimum bid requirement: $1.00 per ADS +4 more

7 metrics

Shares entitled to vote 40,848,893 shares Ordinary shares entitled to vote at 2026 AGM

Shares represented at AGM 17,549,280 shares Ordinary shares present or by proxy at 2026 AGM

Minimum bid requirement $1.00 per ADS Nasdaq minimum bid price for continued listing

Initial compliance deadline June 29, 2026 End of first 180-day period to regain bid compliance

Extended compliance deadline December 28, 2026 End of additional 180-day Nasdaq extension

Consecutive days for compliance 10–20 business days Required period with bid at or above $1.00

Initial deficiency period 30 consecutive business days ADS bid below $1.00 triggering deficiency notice

Key Terms

Nasdaq Capital Market, Bid Price Requirement, reverse stock split, broker non- votes, +1 more

5 terms

Nasdaq Capital Market financial

"the listing of the ADSs was transferred from the Nasdaq Global Market to the Nasdaq Capital Market"

The Nasdaq Capital Market is a platform where smaller, emerging companies can list their shares for trading by investors. It provides these companies with access to funding and visibility, helping them grow, much like a local marketplace where new vendors can introduce their products to potential customers. For investors, it offers opportunities to discover early-stage companies with growth potential.

Bid Price Requirement financial

"below the minimum $1.00 per share required (the “Bid Price Requirement”) for continued listing"

A bid price requirement is a rule that specifies the minimum price a buyer must offer per share when making an official purchase proposal, tender offer, auction bid, or similar transaction. It matters to investors because it sets a floor for negotiations and valuation—like a reserve price in an auction—ensuring bids meet regulatory, contract or market standards and helping shareholders and markets judge whether an offer is fair or likely to succeed.

reverse stock split financial

"These options include, but are not limited to, effecting a reverse stock split, if necessary, to attempt to regain compliance."

A reverse stock split is when a company reduces the number of its shares outstanding, making each share more valuable. For example, if you own 100 shares worth $1 each, a 1-for-10 reverse split would turn your 100 shares into 10 shares worth $10 each. Companies often do this to boost their stock price and appear more stable to investors.

broker non- votes financial

"Withheld | | Broker Non- Votes To re-elect as a director"

independent registered public accounting firm financial

"ratify the appointment of PricewaterhouseCoopers LLP as the Company’s independent registered public accounting firm"

An independent registered public accounting firm is an outside accounting company officially registered with the government regulator to examine and report on a public company's financial records and controls. Investors treat its reports like an impartial inspector’s certificate — they add credibility to financial statements, help spot errors or misleading claims, and reduce the risk that shareholders are relying on unchecked or biased numbers.

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Understanding 8-K Material Events →

Available on EDGAR 07/02/2026 - 04:06 PM Accepted by SEC EDGAR 07/02/2026 - 04:05 PM

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): June 30, 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 Capital 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 July 2, 2026, Barinthus Biotherapeutics plc (the “Company”) held its 2026 Annual General Meeting (the “Annual Meeting”). Proxies were solicited pursuant to the Company’s definitive proxy statement filed on June 10, 2026 with the Securities and Exchange Commission under Section 14(a) of the Securities Exchange Act of 1934, as amended. The number of shares of ordinary shares, nominal value £0.000025 per share, of the Company (the “Ordinary Shares”) entitled to vote at the Annual Meeting was 40,848,893. The number of shares of Ordinary Shares present or represented by valid proxy at the Annual Meeting was 17,549,280, thus establishing a quorum for the Annual Meeting. All matters submitted to a vote of the Company’s stockholders at the Annual Meeting were approved and the director nominees were elected. The voting results reported below are final.

Ordinary Resolutions	For	Against	Withheld	Broker Non- Votes
To re-elect as a director, Karen T. Dawes, who retires by rotation in accordance with the Company’s Articles of Association.	17,454,768	43,382	50,005	1,125
To re-elect as a director, Anne M. Phillips, who retires by rotation in accordance with the Company’s Articles of Association.	17,494,160	3,995	50,000	1,125
To re-appoint PricewaterhouseCoopers LLP, as U.K. statutory auditors of the Company, to hold office until the conclusion of the next annual general meeting of shareholders.	17,496,815	1,115	50,350	1,000
To ratify the appointment of PricewaterhouseCoopers LLP as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2026.	17,496,815	1,015	50,450	1,000
To authorize the Audit Committee to determine the Company’s auditors’ remuneration for the fiscal year ending December 31, 2026.	17,494,565	3,590	50,125	1,000
To receive the U.K. statutory annual accounts and reports for the fiscal year ended December 31, 2025 and to note that the Company's directors do not recommend the payment of any dividend for the fiscal year ended December 31, 2025.	17,496,806	1,474	50,000	1,000
To receive and approve on an advisory basis the Company's U.K. statutory directors' compensation report for the fiscal year ended December 31, 2025.	17,493,685	4,830	50,765	0

Item 8.01. Other Events.

As previously reported, on December 30, 2025, the Company received a notification letter from The Nasdaq Stock Market LLC (“Nasdaq”) notifying the Company that, for the last 30 consecutive business days, the closing bid price for the Company’s American Depositary Shares (the “ADSs”), has been below the minimum $1.00 per share required (the “Bid Price Requirement”) for continued listing on the Nasdaq Global Market pursuant to Nasdaq Listing Rule 5450(a)(1). In accordance with Nasdaq Listing Rule 5810(c)(3)(A), the Company was given 180 calendar days, or until June 29, 2026, to regain compliance with the Bid Price Requirement pursuant to Nasdaq Listing Rule 5450(a)(1).

On June 30, 2026, the Company received a notice (the “Extension Notice”) from Nasdaq informing the Company that Nasdaq had granted the Company an additional 180 calendar days, or until December 28, 2026, to regain compliance with the Bid Price Requirement for continued listing on the Nasdaq Capital Market under Nasdaq Listing Rule 5550(a)(2). In connection with the Extension Notice, the listing of the ADSs was transferred from the Nasdaq Global Market to the Nasdaq Capital Market, effective as of July 2, 2026. The Extension Notice has no other immediate effect on the listing of the ADSs.

The Company intends to continue actively monitoring the bid price for its ADSs between now and December 28, 2026, and will consider available options to resolve the deficiency and regain compliance with the Bid Price Requirement. These options include, but are not limited to, effecting a reverse stock split, if necessary, to attempt to regain compliance. If at any time before December 28, 2026, the closing bid price of the ADSs is at least $1.00 per share for a minimum of 10 consecutive business days (which may be extended to be a period of up to 20 consecutive business days at the discretion of the Staff), Nasdaq will provide written confirmation that the Company has regained compliance with the Bid Price Requirement. If the Company does not regain compliance within the additional compliance period, Nasdaq will provide notice that the ADSs will be subject to delisting. The Company would then be entitled to appeal that determination to a Nasdaq hearings panel. There is no assurance, however, that the Company will regain compliance with the Bid Price Requirement or that the ADSs will not be delisted from Nasdaq.

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

Dated: July 2, 2026	By:	/s/ William Enright
	Name:	William Enright
	Title:	Chief Executive Officer

Source: View Original Filing on SEC EDGAR

FAQ

What did Barinthus Biotherapeutics plc (BRNS) shareholders approve at the 2026 AGM?

Shareholders approved all resolutions at the 2026 annual meeting, including re-electing two directors and confirming PricewaterhouseCoopers LLP as auditor. They also received the 2025 U.K. statutory accounts, ratified the U.S. audit engagement, and approved the advisory U.K. directors’ compensation report, with each item drawing strong support.

How many Barinthus Biotherapeutics (BRNS) shares were eligible and represented at the 2026 AGM?

Ordinary shares entitled to vote totaled 40,848,893, and 17,549,280 ordinary shares were present or represented by proxy at the meeting. This participation level established a valid quorum for approving all resolutions and electing directors under the company’s governing documents.

What is happening with Barinthus Biotherapeutics’ (BRNS) Nasdaq listing and bid price requirement?

The company’s ADSs have traded below Nasdaq’s $1.00 minimum bid price, triggering a compliance issue. Nasdaq granted an additional 180 days, until December 28, 2026, for the company to restore compliance with the bid-price standard necessary for continued listing.

Why were Barinthus Biotherapeutics’ ADSs transferred to the Nasdaq Capital Market?

In connection with the extension to cure its bid-price deficiency, the company’s ADS listing moved from the Nasdaq Global Market to the Nasdaq Capital Market. This change, effective July 2, 2026, keeps the ADSs tradable while the company seeks to regain compliance.

What options is Barinthus Biotherapeutics considering to regain Nasdaq bid-price compliance?

The company plans to keep monitoring the ADS bid price through December 28, 2026 and is evaluating potential remedies. Among the listed options is a reverse stock split, which could increase the per-share trading price enough to satisfy Nasdaq’s $1.00 bid requirement.

What happens if Barinthus Biotherapeutics does not regain Nasdaq compliance by December 28, 2026?

If the company fails to meet the bid-price requirement by December 28, 2026, Nasdaq may notify it that the ADSs are subject to delisting. Barinthus Biotherapeutics would then have the right to appeal that determination to a Nasdaq hearings panel for further review.

Filing Exhibits & Attachments

4 documents