Barinthus Biotherapeutics plc. (BRNS) SEC Filings, Jun-Sep 2026

Barinthus Biotherapeutics plc. (symbol: BRNS) is the issuer of record for a Form 4 filing submitted to the SEC.

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, a clinical-stage I&I-focused biopharma, reported a Q2 2026 net loss of $10.6 million and a six‑month net loss of $16.1 million, both lower than the prior-year periods as research and development and general and administrative expenses declined. Research and development spending for the first half fell to $7.5 million, reflecting the wind-down of infectious disease and oncology programs and increased focus on lead celiac candidate VTP‑1000, now in a Phase 1 AVALON trial. General and administrative expenses dropped to $9.6 million, helped by lower foreign-exchange impacts and depreciation after U.K. asset sales. Cash, cash equivalents and restricted cash totaled $59.6 million at June 30, 2026, and management expects this to fund standalone operations for at least 12 months.

The company is progressing a planned all-stock combination with Clywedog Therapeutics via a U.K. Scheme of Arrangement and parallel U.S. merger, under which each Barinthus ordinary share will convert into 0.1–0.166667 Topco common shares, subject to closing conditions. Topco may also conduct a self‑tender offer to repurchase up to $27.0 million of its stock. Barinthus received a Nasdaq extension until December 28, 2026 to regain minimum bid compliance and transferred its ADS listing to the Nasdaq Capital Market. The company continues to exit non-core programs, including repaying $1.0 million under its CEPI funding agreement for VTP‑500.

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 has called its 2026 annual general meeting for July 2, 2026 in London. Shareholders will vote on re-electing two Class II directors, Karen T. Dawes and Anne M. Phillips, to serve until the 2029 meeting.

Other proposals ask shareholders to re-appoint PricewaterhouseCoopers LLP as U.K. statutory auditors, ratify PwC as independent registered public accounting firm for 2026, authorize the Audit Committee to set auditor pay, and receive the U.K. statutory accounts for 2025 with no dividend recommended.

Shareholders will also vote on an advisory basis on the U.K. statutory directors’ annual report on compensation. The Board, which has seven members and met 11 times in 2025, unanimously recommends voting in favor of all seven resolutions. As of June 10, 2026, 40,848,893 ordinary shares were outstanding, each carrying one vote.