Barinthus gets court OK, Nasdaq halt set Sept 9

Rhea-AI Filing Summary

Barinthus Biotherapeutics plc (BRNS) reports procedural progress on its pending merger-related restructuring. The High Court of Justice of England and Wales sanctioned the Scheme of Arrangement and a capital reduction of the company’s share premium account on September 1, 2026, satisfying a key condition under the Agreement and Plan of Merger among Barinthus, Beacon Topco, Inc., Cdog Merger Sub, Inc., and Clywedog Therapeutics, Inc. The Scheme of Arrangement is now expected to become effective on September 9, 2026.

Barinthus has notified Nasdaq that, in line with the revised effective date, trading of its American Depositary Shares is now expected to be halted prior to the opening of trading on September 9, 2026. The previously disclosed plans for subsequent delisting and deregistration of the ADSs remain unchanged.

8-K Event Classification

2 items: 3.01, 8.01

2 items

Item 3.01 Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing Securities

The company received a delisting notice, failed to satisfy a continued-listing rule or standard, or transferred its listing.

Item 8.01 Other Events Other

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

Key Figures

Merger Agreement date: September 29, 2025 Court sanction date: September 1, 2026 Expected Scheme effective date: September 9, 2026 +2 more

5 metrics

Merger Agreement date September 29, 2025 Date of Agreement and Plan of Merger among Barinthus, Beacon Topco, Cdog Merger Sub, and Clywedog Therapeutics

Court sanction date September 1, 2026 Date the High Court of Justice of England and Wales sanctioned the Scheme of Arrangement and capital reduction

Expected Scheme effective date September 9, 2026 Date the Scheme of Arrangement is now expected to become effective

Expected Nasdaq trading halt Prior to opening on September 9, 2026 Timing when trading of American Depositary Shares on Nasdaq is expected to be halted

Form 10-K reference period Year ended December 31, 2025 Period of the Annual Report on Form 10-K cited in the risk factor cross-reference

Key Terms

Scheme of Arrangement, capital reduction, Agreement and Plan of Merger, delisting and deregistration, +1 more

5 terms

Scheme of Arrangement regulatory

"The Scheme of Arrangement and a capital reduction of the share premium account"

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.

capital reduction financial

"The Scheme of Arrangement and a capital reduction of the share premium account"

A capital reduction is a legal move where a company shrinks the amount of money recorded as its official share capital, either by cancelling shares, lowering the value of each share, or returning cash to shareholders. Investors care because it changes the company’s balance sheet and can alter how much each remaining share represents—like pruning a tree to concentrate fruit or giving back some of the harvest—potentially affecting ownership percentages, per‑share metrics and the stock’s market value.

Agreement and Plan of Merger regulatory

"Certain of the transactions contemplated by the Agreement and Plan of Merger"

An Agreement and Plan of Merger is a formal document where two companies agree to combine into one, outlining how the process will happen. It’s like a step-by-step plan for merging, and it matters because it shows both sides have agreed on the details before the official transition takes place.

delisting and deregistration regulatory

"plans with respect to the delisting and deregistration of the ADSs"

forward-looking statements regulatory

"contains forward-looking statements, within the meaning of the Private Securities"

Forward-looking statements are predictions or plans that companies share about what they expect to happen in the future, like estimating sales or profits. They matter because they help investors understand a company's outlook, but since they are based on guesses and assumptions, they can sometimes be wrong.

FAQ

What key court approval did Barinthus Biotherapeutics (BRNS) receive on September 1, 2026?

On September 1, 2026, the High Court of Justice of England and Wales sanctioned Barinthus Biotherapeutics’ Scheme of Arrangement and a capital reduction of its share premium account, satisfying an important condition under the merger agreement with Beacon Topco, Cdog Merger Sub, and Clywedog Therapeutics.

When is the Scheme of Arrangement for BRNS now expected to become effective?

The Scheme of Arrangement for Barinthus Biotherapeutics (BRNS) is now expected to become effective on September 9, 2026, following its sanction by the High Court of Justice of England and Wales on September 1, 2026.

How does this 8-K affect Nasdaq trading of Barinthus Biotherapeutics’ ADSs?

Barinthus Biotherapeutics states that trading of its American Depositary Shares on Nasdaq is now expected to be halted prior to the opening of trading on September 9, 2026, aligning with the revised expected effective date of the Scheme of Arrangement.

Are BRNS’s delisting and deregistration plans changing with this update?

No. Barinthus Biotherapeutics confirms that its previously disclosed plans regarding the delisting and deregistration of its American Depositary Shares remain unchanged; only the expected effective date of the Scheme and related trading halt timing have been updated.

What merger agreement underlies the Scheme of Arrangement for BRNS?

The Scheme of Arrangement is part of the transactions under the Agreement and Plan of Merger dated September 29, 2025, among Barinthus Biotherapeutics plc, Beacon Topco, Inc., Cdog Merger Sub, Inc., and Clywedog Therapeutics, Inc..

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Available on EDGAR 09/01/2026 - 05:13 PM Accepted by SEC EDGAR 09/01/2026 - 05:13 PM Learn about SEC filing dates

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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): September 1, 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 3.01. Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing.

The information set forth under the Item 8.01 of this Current Report on Form 8-K is incorporated herein by reference into this Item 3.01.

Item 8.01. Other Events.

Certain of the transactions contemplated by the Agreement and Plan of Merger, dated September 29, 2025, by and among Barinthus Biotherapeutics plc (the “Company”), Beacon Topco, Inc., a Delaware corporation and a direct wholly owned subsidiary of the Company (“Topco”), Cdog Merger Sub, Inc., a Delaware corporation and a direct wholly owned subsidiary of Topco, and Clywedog Therapeutics, Inc., a Delaware corporation (as amended, the “Merger Agreement”), were conditioned upon, amongst other things, the sanction of the Scheme of Arrangement (as defined in the Merger Agreement) by the High Court of Justice of England and Wales (the “Court”). The Scheme of Arrangement and a capital reduction of the share premium account of the Company were sanctioned by the Court on September 1, 2026. The Scheme of Arrangement is now expected to become effective on September 9, 2026.

On September 1, 2026, the Company notified The Nasdaq Stock Market LLC (“Nasdaq”) of the change in expected effective date of the Scheme of Arrangement. Accordingly, trading of the Company’s American Depositary Shares (the “ADSs”) on Nasdaq is now expected to be halted prior to the opening of trading on September 9, 2026. The Company’s previously disclosed plans with respect to the delisting and deregistration of the ADSs are otherwise unchanged.

Forward Looking Statements

This Current Report on Form 8-K contains forward-looking statements, within the meaning of the Private Securities Litigation Reform Act of 1995, as amended, which can generally be identified as such by use of the words “expect,” “will,” and similar expressions, although not all forward-looking statements contain these identifying words. These forward-looking statements include, without limitation, express or implied statements regarding the expected effectiveness and timing of the Scheme and the expected timing of the halt of trading, delisting and deregistration of the ADSs. Any forward-looking statements in this Current Report on Form 8-K are based on management’s current expectations and beliefs and are subject to numerous risks, uncertainties and important factors that may cause actual events or results to differ materially from those expressed or implied by any forward-looking statements contained in this Current Report on Form 8-K, including, without limitation, risks and uncertainties related to the success, cost and timing of the Company’s pipeline development activities and planned and ongoing clinical trials, the Company’s ability to execute on its strategy, regulatory developments, the risk that the Company may not achieve the anticipated benefits of its pipeline prioritization and corporate restructuring, the Company’s ability to fund its operations and access capital, the Company’s preliminary estimates of its cash and cash equivalents, including the risk that final financial results may differ materially from the Company’s preliminary estimates, the risk that the proposed transaction contemplated by the Merger Agreement may not be completed in a timely manner or at all, which may adversely affect our business and the price of our securities, the risk that that the proposed transaction may involve unexpected costs, liabilities or delays, or divert management’s attention from our ongoing business operations, the risk of any legal proceedings related to the proposed transaction or otherwise, or the impact of the proposed transaction thereupon, the risk that the anticipated benefits of the proposed transaction may otherwise not be fully realized or may take longer to realize than expected, risks relating to the value of the combined company securities to be issued in the proposed transaction, and other risks identified in the Company’s filings with the Securities and Exchange Commission (the “SEC”), including its Annual Report on Form 10-K for the year ended December 31, 2025, its Quarterly Reports on Form 10-Q and subsequent filings with the SEC. The Company cautions you not to place undue reliance on any forward-looking statements, which speak only as of the date they are made. The Company expressly disclaims any obligation to publicly update or revise any such statements to reflect any change in expectations or in events, conditions or circumstances on which any such statements may be based, or that may affect the likelihood that actual results will differ from those set forth in the forward-looking statements.

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: September 1, 2026	Barinthus Biotherapeutics plc
	By:	/s/ William Enright
		William Enright
		Chief Executive Officer

Filing Exhibits & Attachments

4 documents

Other Documents

• EX-101 XBRL TAXONOMY EXTENSION SCHEMA 3.4 KB
• EX-101 XBRL TAXONOMY EXTENSION DEFINITION LINKBASE 26.3 KB
• EX-101 XBRL TAXONOMY EXTENSION LABEL LINKBASE 35.7 KB
• EX-101 XBRL TAXONOMY EXTENSION PRESENTATION LINKBASE 24.9 KB