Opening the filing
INTRODUCTORY NOTE
This Current Report on Form 8-K is being filed in connection with the completion of the previously announced Transaction (as described below).
On September 9, 2026 pursuant to a court-sanctioned scheme of arrangement under Part 26 of the United Kingdom Companies Act 2006 (the “ Scheme of Arrangement ”) and as contemplated by the previously announced Merger Agreement, dated September 29, 2025 (the, “ Original Merger Agreement ”), as amended by that certain Amendment Agreement to the Merger Agreement dated February 22, 2026 (the “ Merger Agreement Amendment ”), by and among Barinthus Biotherapeutics plc (the “ Company ”), Beacon Topco, Inc. (“ Topco ”), Cdog Merger Sub, Inc (“ Merger Sub ”) and Clywedog Therapeutics, Inc (“ Clywedog ”) (together with the Original Merger Agreement, the “ Merger Agreement ”), the entire issued and to be issued share capital of the Company was acquired by Topco and the Company became a wholly-owned subsidiary of Topco (the “ Transaction ”).
As previously announced, on September 1, 2026, the High Court of Justice of England and Wales (the “ Court ”) sanctioned the Scheme of Arrangement and a capital reduction of the share premium account of the Company. On September 9, 2026, the Court Order was delivered to the Registrar of Companies in England and Wales, at which time the Scheme of Arrangement became effective (the “ Scheme Effective Time ”).
Item 1.02
Termination of a Material Definitive Agreement.
The information set forth in the Introductory Note of this Current Report on Form 8-K is incorporated herein by reference.
In connection with the effectiveness of the Scheme of Arrangement, the Deposit Agreement, dated as of April 29, 2021, among the Company, The Bank of New York Mellon, as depositary, and the owners and holders from time to time of the Company ADSs, was terminated.
Item 2.01
Completion of Acquisition or Disposition of Assets.
The information set forth in the Introductory Note of this Current Report on Form 8-K is incorporated herein by reference into this Item 2.01.
Pursuant to the Merger Agreement and the Scheme of Arrangement, at the Scheme Effective Time, Topco acquired all of the issued and to be issued ordinary shares of the Company, with a nominal value of £0.000025 per share (the “ Company Shares ”), including Company Shares represented by American Depositary Shares of the Company (the “ Company ADSs ”), in exchange for 0.111 shares of common stock, par value $0.0001 per share, of Topco, for each Company Share in issue (the “ Share Deliverable ,” and collectively, the “ Exchange Shares ”). Each Company ADS represented a beneficial interest in one Company Share, therefore holders of Company ADSs are entitled to receive an amount of Exchange Shares equal to the Share Deliverable per Company ADS. Any fractional entitlements are to be cashed out in accordance with the terms of the Scheme of Arrangement and the Merger Agreement.
Treatment of Company Equity Awards
At the Scheme Effective Time, and in compliance with and subject to the terms and limitations set out in the Merger Agreement:
Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing.
The information set forth under the Introductory Note and Item 2.01 of this Current Report on Form 8-K is incorporated herein by reference into this Item 3.01.
As previously disclosed, in connection with the Scheme of Arrangement, the Company notified The Nasdaq Stock Market LLC (“ Nasdaq ”) of its intent to voluntarily withdraw the listing of the Company ADSs from Nasdaq. In connection with the effectiveness of the Scheme of Arrangement, the Company (i) notified Nasdaq of the sanctioning of the Scheme by the Court and the proposed effectiveness of the Scheme of Arrangement and (ii) requested that Nasdaq (A) suspend trading of the ADSs effective before the opening of trading on September 9, 2026 and (B) file with the SEC a Notification of Removal from Listing and/or Registration on Form 25 to delist and deregister the Company ADSs under Section 12(b) of the Securities Exchange Act of 1934, as amended (the “ Exchange Act ”). Following the effectiveness of the Scheme of Arrangement, there are no Company ADSs issued or outstanding, and following the voluntary delisting of the Company ADSs from Nasdaq, there is no public trading market for the Company ADSs. The Company intends to file with the SEC a certification on Form 15 under the Exchange Act, requesting the suspension of the Company’s reporting obligations under Sections 13 and 15(d) of the Exchange Act.
Item 3.03
Material Modification to Rights of Security Holders.
The information set forth in the Introductory Note and under Items 2.01 and 3.01 of this Current Report on Form 8-K is incorporated herein by reference into this Item 3.03.
At the Scheme Effective Time, all Company Shares were acquired by Topco in accordance with the provisions of the Scheme of Arrangement and the laws of England and Wales, and the Company’s shareholders ceased to have any rights with respect to the Company Shares except their rights under the Scheme of Arrangement to receive the consideration payable under the Merger Agreement.
Item 5.01 Change in Control of Registrant.
The information set forth in the Introductory Note and Item 2.01 of this Current Report on Form 8-K is incorporated herein by reference into this Item 5.01.
At the Scheme Effective Time, a change of control of the Company occurred and the Company became a wholly-owned subsidiary of Topco.
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 timing of the delisting and deregistration of the Company ADSs and the anticipated filing of a Form 15. 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, and other risks identified