Does Barinthus Biotherapeutics (BRNS) disclose any related-party relationships with its new CFO?

The company states there are no family relationships between Douglas Swirsky and any directors or executive officers. It also notes no arrangements, understandings, or transactions giving him a material interest that would require disclosure under Item 404(a) of Regulation S-K.

Barinthus Biotherapeutics names new CFO

Barinthus Biotherapeutics plc has appointed Douglas Swirsky as its new Chief Financial Officer and principal accounting officer, effective May 1, 2026.

Filing Impact

(High)

Filing Sentiment

(Neutral)

Form Type

8-K

Rhea-AI Filing Summary

Barinthus Biotherapeutics plc has appointed Douglas Swirsky as its new Chief Financial Officer and principal accounting officer, effective May 1, 2026. Swirsky, age 56, brings over 25 years of experience in finance and leadership roles across several biotechnology and pharmaceutical companies.

The company entered into a master services agreement with Grand Strand BioAdvisors LLC, under which Swirsky will provide CFO services for a fee of $20,000 per month. Barinthus will provide directors’ and officers’ liability insurance and indemnification on terms comparable to its other officers, and the filing states there are no related-party or family relationships requiring additional disclosure.

Insights

Barinthus adds an experienced biotech finance leader under a service agreement structure.

Barinthus Biotherapeutics is installing Douglas Swirsky as CFO and principal accounting officer effective May 1, 2026. He has more than 25 years of experience, including prior CFO and CEO roles at several life sciences companies, which may strengthen financial oversight and capital-markets capabilities.

The company will engage him via a master services agreement with Grand Strand BioAdvisors LLC at a fee of $20,000 per month. This consulting-style arrangement, combined with directors’ and officers’ liability coverage and indemnification, aligns his protections with other executives while preserving structural flexibility for the company.

The filing notes no family relationships, side arrangements, or related-party transactions under Item 404(a) of Regulation S-K, which supports standard governance practices. Future company filings may provide more detail on how his role influences financing strategy, cost management, and broader corporate development priorities.

8-K Event Classification

Item 5.02 — Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers

1 item

Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers Governance

Key personnel changes including departures, elections, or appointments of directors and executive officers.

Key Figures

Monthly CFO fee: $20,000 per month Effective date of appointment: May 1, 2026 CFO age: 56 years +1 more

4 metrics

Monthly CFO fee $20,000 per month Fee to Grand Strand BioAdvisors LLC for CFO services under MSA

Effective date of appointment May 1, 2026 Start date for Douglas Swirsky as CFO and principal accounting officer

CFO age 56 years Age of Douglas Swirsky at time of appointment

Industry experience Over 25 years Douglas Swirsky’s experience across finance and leadership roles

Key Terms

principal accounting officer, master services agreement, directors’ and officers’ liability insurance, indemnify and hold harmless, +1 more

5 terms

principal accounting officer financial

"appointed Douglas Swirsky as Chief Financial Officer and principal accounting officer of the Company"

The Principal Accounting Officer is the person responsible for making sure a company's financial records are accurate and follow the rules. They play a key role in preparing financial reports that show how well the company is doing. This helps investors, managers, and regulators trust the company's financial information.

master services agreement financial

"the Company entered into a master services agreement (the “MSA”) with Grand Strand BioAdvisors LLC"

A master services agreement is a standing contract that sets the main terms, responsibilities, pricing framework and processes for future work between two parties, allowing individual projects or orders to be added later without renegotiating core terms. For investors, it signals predictability and reduced legal friction around revenue streams and costs—like a subscription plan for services that makes future income and obligations easier to forecast and value.

directors’ and officers’ liability insurance financial

"the Company will maintain directors’ and officers’ liability insurance covering Mr. Swirsky"

indemnify and hold harmless financial

"will indemnify and hold harmless Mr. Swirsky against certain liabilities arising out of the performance of services"

Item 404(a) of Regulation S-K regulatory

"no transactions ... in which Mr. Swirsky has a material interest subject to disclosure pursuant to Item 404(a) of Regulation S-K"

FAQ

AI-generated questions and answers. How Rhea-AI works. Not financial advice.

Who is the new Chief Financial Officer of Barinthus Biotherapeutics (BRNS)?

Barinthus Biotherapeutics appointed Douglas Swirsky as Chief Financial Officer and principal accounting officer, effective May 1, 2026. He brings over 25 years of experience in finance and leadership roles at multiple biotechnology and pharmaceutical companies, including prior CFO and CEO positions.

What are the key terms of Douglas Swirsky’s compensation at Barinthus Biotherapeutics (BRNS)?

Under a master services agreement with Grand Strand BioAdvisors LLC, Barinthus will pay Douglas Swirsky a fee of $20,000 per month. The company will also provide directors’ and officers’ liability insurance and customary indemnification protections comparable to those offered to its other officers.

When does Douglas Swirsky’s appointment as CFO of Barinthus Biotherapeutics (BRNS) become effective?

Douglas Swirsky’s appointment as Chief Financial Officer and principal accounting officer of Barinthus Biotherapeutics becomes effective on May 1, 2026. Until then, he is engaged through a master services agreement to assume these responsibilities starting on that specified effective date.

How is Douglas Swirsky engaged to serve as CFO of Barinthus Biotherapeutics (BRNS)?

Barinthus entered into a master services agreement with Grand Strand BioAdvisors LLC, where Douglas Swirsky is a Managing Member. Through this agreement, he will provide services as Chief Financial Officer and principal accounting officer rather than being hired directly as a traditional employee.

What protections does Barinthus Biotherapeutics (BRNS) provide to its new CFO under the agreement?

Barinthus will maintain directors’ and officers’ liability insurance covering Douglas Swirsky on terms no less favorable than for other officers. The company also agrees to indemnify and hold him harmless against certain liabilities arising from his services, subject to customary exceptions noted in the agreement.

AI-generated analysis. How Rhea-AI works. Not financial advice.

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Accepted by SEC EDGAR 04/22/2026 - 04:30 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): April 22, 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.)

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

Item 5.02. Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

On April 22, 2026, the board of directors of Barinthus Biotherapeutics plc (the “Company”) appointed Douglas Swirsky as Chief Financial Officer and principal accounting officer of the Company, effective as of May 1, 2026 (the “Appointment”).

Douglas Swirsky, age 56, has over 25 years of experience in a wide range of industries. Mr. Swirsky served as Chief Financial Officer of MaxCyte, Inc. from March 2023 to March 2026 and currently is a Senior Advisor to MaxCyte’s Chief Executive Officer. Prior to that, Mr. Swirsky served as Chief Financial Officer and Treasurer of AavantiBio, Inc. from February 2021 until its acquisition by Solid Biosciences, Inc. in December 2022. Before that, Mr. Swirsky served as President, Chief Executive Officer and a director of Rexahn Pharmaceuticals, Inc. from November 2018 until November 2020. Mr. Swirsky currently serves as chairman of the board of directors of Cellectar Biosciences, Inc. Previously, he also served on the board of directors of NeuroBo Pharmaceuticals, Inc. Mr. Swirsky is a certified public accountant in the state of Maryland and a CFA charterholder. He received his B.S. in Business Administration from Boston University and his M.B.A. from the Kellogg School of Management at Northwestern University.

In connection with the Appointment, the Company entered into a master services agreement (the “MSA”) with Grand Strand BioAdvisors LLC, pursuant to which Mr. Swirsky, as a Managing Member of Grand Strand BioAdvisors LLC, will provide services to the Company as Chief Financial Officer and principal accounting officer. Pursuant to the MSA, the Company shall pay Mr. Swirsky a fee of $20,000 per month in accordance with the terms of the MSA. The MSA also provides that the Company will maintain directors’ and officers’ liability insurance covering Mr. Swirsky in his capacity as an officer on terms no less favorable than those provided to other officers of the Company and will indemnify and hold harmless Mr. Swirsky against certain liabilities arising out of the performance of services, subject to customary exceptions.

No family relationships exist between Mr. Swirsky and any of the Company’s directors or executive officers. There are no arrangements or understandings between Mr. Swirsky and any other person pursuant to which Mr. Swirsky was selected as the Chief Financial Officer and the principal accounting officer, nor are there any transactions to which the Company is or was a participant in which Mr. Swirsky has a material interest subject to disclosure pursuant to Item 404(a) of Regulation S-K.

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: April 22, 2026	By:	/s/ William Enright
		William Enright
		Chief Executive Officer

Source: View Original Filing on SEC EDGAR

Filing Exhibits & Attachments

4 documents

Barinthus Biotherapeutics names new CFO

Rhea-AI Filing Summary

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