Every 8-K that Barinthus Biotherapeutics plc American (BRNS) has filed with the SEC in the last 24 months is listed below, newest first, and each one links through to the document itself with the summary and the scores our analysis gives it.
A 8-K covers material events a company has to report between its quarterly reports, so if you follow BRNS and want that one kind of document rather than the whole filing history, this is the page to keep. The company's other filings, of every form, are on the full BRNS filings page.
Barinthus Biotherapeutics plc (BRNS) reports that, on September 9, 2026, a court‑sanctioned Scheme of Arrangement under UK law became effective, under which the entire issued and to‑be‑issued share capital of Barinthus was acquired by Beacon Topco, Inc. As a result, Barinthus became a wholly owned subsidiary of this acquiring parent company, effecting a change of control.
Under the Scheme and the Merger Agreement, each Barinthus ordinary share (and each American Depositary Share, which represented one ordinary share) was exchanged for 0.111 shares of common stock of the acquiring parent, with any fractional entitlements settled in cash under the transaction terms. The Barinthus deposit agreement for ADSs was terminated, all ADSs ceased to be outstanding, and Barinthus equity awards were either exercised into scheme shares or converted into rights over the acquiring parent’s stock while generally preserving existing vesting conditions.
In connection with completion of the Scheme, Barinthus requested that Nasdaq suspend trading in its ADSs before the market opened on September 9, 2026 and file Form 25 to delist and deregister the ADSs. Following the voluntary delisting, there is no public trading market for Barinthus ADSs, and the company states that it intends to file Form 15 to suspend its reporting obligations under the U.S. Exchange Act.
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.
Barinthus Biotherapeutics plc (BRNS) announced steps to delist its American Depositary Shares from Nasdaq in connection with its previously agreed all-stock combination with Clywedog Therapeutics. The company has asked Nasdaq to file Form 25 after a UK court-approved scheme of arrangement expected to become effective on September 3, 2026.
Trading in BRNS ADSs on Nasdaq is expected to halt before the market opens on September 3, 2026, followed by a Form 15 filing to deregister the ADSs and suspend Exchange Act reporting. Barinthus’s board set the Scheme Exchange Ratio at 0.111, targeting compliance with Nasdaq’s minimum listing price for the new parent company, Beacon Topco, Inc.
After completion of the merger, Topco will be renamed Clywedog Therapeutics Holdings, Inc. and its common stock will trade on Nasdaq under the ticker CLYD. A High Court hearing on the scheme is scheduled in London for September 1, 2026.
Barinthus Biotherapeutics plc reported second-quarter 2026 results with a net loss attributable to shareholders of $10,580 thousand, or $0.26 per share$11,024 thousand, including $3,923 thousand of research and development and $7,101 thousand of general and administrative costs. As of June 30, 2026, the company held $59,295 thousand in cash and cash equivalents and $335 thousand in restricted cash, with total assets of $81,893 thousand; management expects standalone resources to fund operations and capital needs for at least 12 months.
The proposed combination with Clywedog Therapeutics Inc. is progressing, with closing expected in the second half of 2026. At completion, the combined company will be renamed Clywedog Therapeutics Holdings, Inc., is expected to trade on Nasdaq under the ticker “CLYD”, and is expected to have a cash runway extending through 2027, supported by existing cash and additional investments from OrbiMed, Torrey Pines Investments, LLC and new investors.
Clinically, Barinthus Bio completed enrollment of 42 subjects in the multiple ascending dose portion of the Phase 1 AVALON trial of VTP-1000 in celiac disease, with topline MAD data anticipated in the fourth quarter of 2026 and a Phase 1 single ascending dose data poster accepted for the ACG meeting in October 2026. On the listing front, the company received a Nasdaq extension to December 28, 2026 to regain compliance with the bid price requirement, and its American Depositary Shares were transferred from the Nasdaq Global Market to the Nasdaq Capital Market.
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.
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.
Barinthus Biotherapeutics reported a first quarter 2026 net loss attributable to shareholders of $5.5 million, or $(0.14) per share, improving from a $19.6 million loss, or $(0.49) per share, a year earlier. Operating expenses fell sharply as research and development dropped to $3.6 million and general and administrative costs to $2.5 million, reflecting portfolio refocusing and workforce reductions.
Cash, cash equivalents and restricted cash totaled $67.2 million as of March 31, 2026, and the company expects these resources to fund operations for at least 12 months under its standalone plans. Barinthus is progressing its proposed mid-2026 merger with Clywedog Therapeutics, after which the combined company will be renamed Clywedog Therapeutics Holdings, Inc. and is expected to trade on Nasdaq under the ticker CLYD, with an estimated cash runway through 2027 supported by existing and new investors. The Phase 1 AVALON trial of core asset VTP-1000 in celiac disease is advancing, with multiple ascending dose data expected in the second half of 2026.
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.
Barinthus Biotherapeutics plc reports that Gemma Jones, who serves as its principal accounting officer through CFGI, has notified the company she will step down from that role effective April 30, 2026.
The company includes extensive forward-looking statements language, noting that the planned departure and related timing are subject to risks and uncertainties tied to its development pipeline, regulatory environment, restructuring efforts and funding. It refers readers to its Annual Report on Form 10-K for the year ended December 31, 2025 and other SEC filings for additional risk factors.
Barinthus Biotherapeutics reported a 2025 net loss attributable to shareholders of $66.5M, or $(1.64) per share, versus a $61.1M loss in 2024. Revenue fell to zero from $15.0M of license revenue the prior year.
Research and development expenses declined to $25.6M from $42.2M as the company refocused on immunology and inflammation and deprioritized infectious disease and oncology “legacy” assets. General and administrative expenses rose to $40.8M from $29.7M, driven mainly by higher foreign exchange losses and professional fees related to strategic activity.
Barinthus recorded a $4.7M impairment of intangible assets after the anticipated valuation implied by its definitive merger agreement with Clywedog came in below the carrying value of net assets. Cash, cash equivalents and restricted cash were $71.9M as of December 31, 2025, with management expecting standalone resources to fund operations for at least 12 months.
The company is pursuing an all-stock combination with Clywedog Therapeutics, targeting a closing in the second quarter of 2026 and a new NASDAQ listing as “CLYD.” The combined company is expected to have a cash runway through 2027 and a diversified pipeline in metabolic and autoimmune diseases, including Barinthus’ VTP-1000 celiac program and Clywedog’s diabetes candidates.
Barinthus Biotherapeutics plc filed an amendment to its merger agreement with Clywedog Therapeutics and related entities, updating key terms of their planned combination. The Scheme Exchange Ratio will now be a number between 0.1 and 0.166667, to be finally set by Barinthus’s board. The Merger Exchange Ratio will be a number between 0.000305 and 0.000508, to be jointly determined by Clywedog and Barinthus to preserve the agreed post‑closing ownership split in Topco. Minimum cash requirements for both companies are expanded using assumed closing dates of May 31, 2026 and June 30, 2026, reflecting delays tied to U.S. federal government shutdowns. The amendment is filed as an exhibit, and investors are directed to review Topco’s SEC registration statement and related proxy statement/prospectus for full details on the proposed transaction.
Barinthus Biotherapeutics plc reported that Nasdaq has notified the company its American Depositary Shares are out of compliance with the Nasdaq Global Market’s minimum bid requirement because the closing bid price was below $1.00 per share for 30 consecutive business days. The ADSs, which trade under the symbol BRNS, remain listed for now and the notice has no immediate effect on trading.
Under Nasdaq rules, Barinthus Biotherapeutics has a 180-calendar day grace period, until June 29, 2026, to regain compliance by having a closing bid price of at least $1.00 for a minimum of ten consecutive business days. The company is monitoring its share price and is evaluating options to regain compliance, which could include a reverse stock split of the ADSs.
Barinthus Biotherapeutics plc (BRNS) furnished an update and announced financial results for the quarter ended September 30, 2025, via an 8-K. The related press release is furnished as Exhibit 99.1 and is not deemed filed under the Exchange Act.
The company also outlined a proposed transaction with Clywedog Therapeutics Inc. and plans to file a Form S-4 containing a joint proxy statement/prospectus for the combined company. Investors will be able to access these materials on the SEC and company websites when available.
The filing reiterates that each American Depositary Share represents one ordinary share and that the ADSs are being registered on Form F-6 and are exempt from Section 12(a) under Rule 12a-8. Barinthus’ ADSs trade on the Nasdaq Global Market under the symbol BRNS.
Barinthus Biotherapeutics plc (BRNS) disclosed entry into a definitive Merger Agreement that will combine Beacon and Clywedog under a new Topco. The transaction uses a dual-structure closing: a UK Scheme of Arrangement affecting Beacon followed by a Delaware merger that makes Clywedog a direct wholly owned subsidiary of Topco. Under the Scheme, each Beacon ordinary share will convert into one Topco common share (plus cash for fractional shares). Under the Merger, each Clywedog share will convert into 4.358932 Topco common shares (plus cash for fractions), resulting in Clywedog holders owning approximately 66% and Beacon holders owning approximately 34% of the combined company at closing. Topco may conduct a self-tender offer up to $27,000,000 before the Merger. Outstanding Beacon options and RSUs will be converted and assumed by Topco on materially the same terms, and certain EMI options are to be exercised or released prior to the Scheme Effective Time. The Topco board composition will allocate at least one-third of director designations to Beacon and two-thirds to Clywedog, with a majority independent board. Closing is subject to customary conditions including regulatory approvals, shareholder approvals, Court sanction of the Scheme, and SEC effectiveness of a registration statement by July 31, 2026. A six-month lock-up applies to certain holders of Topco shares following closing.
Barinthus Biotherapeutics plc filed an Amendment No. 1 to its Current Report to correct an inaccurate statement that had appeared in Exhibit 99.1. The correction relates to a sub-bullet describing the Phase 1 trial result for VTP-850 in patients with prostate cancer. The company states no other changes were made to the original report.
The Original Report also furnished a press release providing an overview and announcing financial results for the quarter ended June 30, 2025; that Item 2.02 information is furnished but expressly not deemed "filed" for Section 18 purposes and is not incorporated by reference.