Welcome to our dedicated page for Barinthus Biotherapeutics plc SEC filings (Ticker: BRNS), a comprehensive resource for investors and traders seeking official regulatory documents including 10-K annual reports, 10-Q quarterly earnings, 8-K material events, and insider trading forms.
The Barinthus Biotherapeutics plc (BRNS) SEC filings page on Stock Titan provides access to the company’s official U.S. regulatory disclosures as filed with the Securities and Exchange Commission. As a Nasdaq-listed clinical-stage biopharmaceutical company focused on immunology and inflammation, Barinthus Bio uses SEC filings to report on its financial condition, clinical development progress, strategic transactions, and governance matters.
Investors researching BRNS can review current reports on Form 8-K, which Barinthus Bio uses to announce material events such as quarterly and annual financial results, strategic business updates, and key clinical milestones. Recent 8-K filings have furnished press releases detailing the company’s strategic focus on immunology and inflammation, progress in the Phase 1 AVALON trial of VTP-1000 for celiac disease, data from Phase 2 trials of VTP-300 in chronic hepatitis B, and restructuring measures intended to extend the company’s cash runway.
The filings page also includes transaction-related disclosures. Barinthus Biotherapeutics plc has filed an 8-K describing its entry into a definitive merger agreement with Clywedog Therapeutics, Inc. and outlining the structure of the proposed combination. These documents explain how a new holding company would acquire Barinthus Biotherapeutics plc and Clywedog, the expected ownership split between existing shareholders, the planned new name Clywedog Therapeutics, Inc., and the expectation that the combined company will trade on Nasdaq under the ticker symbol CLYD upon closing, subject to approvals and conditions.
Through Stock Titan, users can follow real-time updates from EDGAR as new BRNS filings are posted, including amendments such as Form 8-K/A used to correct or clarify previously furnished information. The platform’s AI-powered tools can help summarize lengthy filings, highlight key sections on clinical programs like VTP-1000 and VTP-300, and surface important terms in merger agreements and restructuring announcements. In addition, users can review equity-related disclosures, including information referenced in filings about equity awards and the treatment of options and restricted share units in connection with the proposed combination.
This filings archive is a resource for understanding how Barinthus Bio reports its financial performance, communicates clinical and corporate developments, and documents the regulatory steps involved in its planned combination with Clywedog Therapeutics.
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 plc files its annual report highlighting a major strategic pivot toward autoimmune and inflammatory diseases and a planned all-stock merger with Clywedog Therapeutics, Inc. The company is centering development on its SNAP‑TI tolerance platform and lead celiac candidate VTP‑1000.
Barinthus launched a restructuring in January 2025, prioritizing immunology and inflammation, deprioritizing infectious disease and oncology assets like VTP‑300, and reducing its workforce by approximately 65% while closing its U.K. site to extend its cash runway into 2027. VTP‑1000 showed dose-dependent pharmacologic effects and was well tolerated in a Phase 1 single-ascending-dose study, with multiple-ascending-dose data expected in the second half of 2026.
The report details encouraging Phase 2 data for legacy hepatitis B candidate VTP‑300, extensive global IP around the SNAP platforms, and key license and collaboration agreements with Oxford University Innovation and the NIH. It also outlines substantial clinical, regulatory, financing, integration and Nasdaq listing risks, including the possibility the contemplated Clywedog combination is delayed or not completed.
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 amended its Agreement and Plan of Merger with Topco and Clywedog to revise the exchange ratios and update minimum cash requirements.
The Scheme Exchange Ratio was changed to a number between 0.1 and 0.166667, the Merger Exchange Ratio was changed to a number between 0.000305 and 0.000508, and the Clywedog and Beacon minimum cash tests were expanded to include amounts tied to assumed closing dates of May 31, 2026 and June 30, 2026, respectively, in light of the unexpected delay in the overall transaction timeline due to the U.S. federal government shutdowns. The filing notes a Registration Statement for Topco common stock has been filed with the SEC.
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 (BRNS) filed its Q3 2025 10‑Q, reporting a wider quarterly loss as it pivots to immunology and prepares for a planned combination with Clywedog. Net loss was $14.6 million for the quarter and $55.4 million year‑to‑date, driven by lower R&D and a one‑time non‑cash intangible impairment.
Cash and cash equivalents were $74.3 million (plus $1.4 million restricted) as of September 30, 2025, with operating cash outflow of $43.7 million for the nine months. R&D expense fell to $5.4 million in Q3 on program deprioritizations, while G&A was $5.2 million. The company recorded a $4.7 million impairment of acquired technology after announcing the Clywedog transaction. There was no license revenue in 2025 versus $15.0 million in the prior‑year period.
Barinthus agreed to a merger under which each ordinary share will convert into one share of Topco common stock, subject to court and shareholder approvals. Topco may elect a self‑tender of up to $27.0 million in its shares before merging Clywedog, whose stock will convert into 4.358932 Topco shares per share. The lead celiac candidate VTP‑1000 continues in Phase 1, with initial SAD data expected before the end of 2025.
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.