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BCS

Current Report · Items 5.07, 8.01 · 8-K

Barinthus Biotherapeutics plc.

Submission of Matters to a Vote of Security Holders · Other Events

Item 5.07 Submission of Matters to a Vote of Security Holders. On July 2, 2026, Barinthus Biotherapeutics plc (the “Company”) held its 2026 Annual General Meeting (the “Annual Meeting”). Proxies were solicited pursuant to the Company’s definitive proxy statement filed on June 10, 2026 with the Securities and Exchange Commission under Section 14(a) of the Securities Exchange Act of 1934, as amended.…

Filed Jul 2, 2026Accepted Jul 2, 2026, 4:05 PM EDTCIK 1828185Accession 0001104659-26-080308
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Company context

Barinthus Biotherapeutics (NASDAQ: BRNS) is a clinical-stage biopharmaceutical company developing novel immunotherapeutic candidates designed to guide the immune system to overcome autoimmunity and chronic infectious diseases. Helping people and their families living with serious diseases is the guiding principle at the heart of Barinthus Bio. With a focused pipeline built around its proprietary platform technologies, Barinthus Bio is advancing immunotherapeutic product candidates in autoimmunity including: VTP-1000, which utilizes the Company's SNAP-Tolerance Immunotherapy (SNAP-TI) platform and is designed to treat people with celiac disease. Barinthus Bio’s differentiated technology platform and therapeutic approach, coupled with deep scientific expertise and focus on clinical development, positions the Company to navigate towards delivering treatments that improve the lives of people with autoimmunity. For more information, visit www.barinthusbio.com.

Historical securities (1)

Recent company filings

  1. 15-12G filingSep 21, 2026
  2. EFFECT filingSep 14, 2026
  3. SCHEDULE 13G/A - filed by Oxford Science Enterprises plc regarding Barinthus Biotherapeutics plc.Sep 11, 2026
  4. 25 filingSep 9, 2026
  5. 4 filingSep 9, 2026

Registered securities in this filing

BARINTHUS BIOTHERAPEUTICS PLC · 8-K · Filed 2026-07-02

As filed in this accession. Current/historical status below comes from the governed listing record; the cover itself remains exact to this filing.

American Depositary Shares

Symbol
BRNS
Exchange
NASDAQ
Classification
ADS
Status
Historical · closed Sep 8, 2026
Filing context

Context: From2026-06-302026-06-30_custom_AmericanDepositarySharesMember

Dimensions: us-gaap:StatementClassOfStockAxis

Ordinary shares, nominal value £0.000025 per share*

Symbol
Not supplied
Exchange
Not supplied
Classification
COMMON
Filing context

Context: From2026-06-302026-06-30_us-gaap_CommonStockMember

Dimensions: us-gaap:StatementClassOfStockAxis

Accession 000110465926080308 · 2 registered-security cover members

Read the exact SEC filing ↗

Disclosure sections

Items 5.07, 8.01

Select an item to read the extracted section. The as-filed document remains the primary evidence.

Item 5.07Item 5.07 - Submission of Matters to Vote
Item 5.07 Submission of Matters to a Vote of Security Holders. On July 2, 2026, Barinthus Biotherapeutics plc (the “Company”) held its 2026 Annual General Meeting (the “Annual Meeting”). Proxies were solicited pursuant to the Company’s definitive proxy statement filed on June 10, 2026 with the Securities and Exchange Commission under Section 14(a) of the Securities Exchange Act of 1934, as amended. The number of shares of ordinary shares, nominal value £0.000025 per share, of the Company (the “Ordinary Shares”) entitled to vote at the Annual Meeting was 40,848,893. The number of shares of Ordinary Shares present or represented by valid proxy at the Annual Meeting was 17,549,280, thus establishing a quorum for the Annual Meeting. All matters submitted to a vote of the Company’s stockholders at the Annual Meeting were approved and the director nominees were elected. The voting results reported below are final. Ordinary Resolutions For Against Withheld Broker Non- Votes ─────────────────────────────────────────────────────────────────────────────────────────────────────────────────────────────────────────────────────────────────────────────────────────────────────────────────────────────────────────────────────────────────────────────────────────────────── To re-elect as a director, Karen T. Dawes, who retires by rotation in accordance with the Company’s Articles of Association. 17,454,768 43,382 50,005 1,125 To re-elect as a director, Anne M. Phillips, who retires by rotation in accordance with the Company’s Articles of Association. 17,494,160 3,995 50,000 1,125 To re-appoint PricewaterhouseCoopers LLP, as U.K. statutory auditors of the Company, to hold office until the conclusion of the next annual general meeting of shareholders. 17,496,815 1,115 50,350 1,000 To ratify the appointment of PricewaterhouseCoopers LLP as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2026. 17,496,815 1,015 50,450 1,000 To authorize the Audit Committee to determine the Company’s auditors’ remuneration for the fiscal year ending December 31, 2026. 17,494,565 3,590 50,125 1,000 To receive the U.K. statutory annual accounts and reports for the fiscal year ended December 31, 2025 and to note that the Company's directors do not recommend the payment of any dividend for the fiscal year ended December 31, 2025. 17,496,806 1,474 50,000 1,000 To receive and approve on an advisory basis the Company's U.K. statutory directors' compensation report for the fiscal year ended December 31, 2025. 17,493,685 4,830 50,765 0 Item 8.01. Other Events. As previously reported, on December 30, 2025, the Company received a notification letter from The Nasdaq Stock Market LLC (“Nasdaq”) notifying the Company that, for the last 30 consecutive business days, the closing bid price for the Company’s American Depositary Shares (the “ADSs”), has been below the minimum $1.00 per share required (the “Bid Price Requirement”) for continued listing on the Nasdaq Global Market pursuant to Nasdaq Listing Rule 5450(a)(1). In accordance with Nasdaq Listing Rule 5810(c)(3)(A), the Company was given 180 calendar days, or until June 29, 2026, to regain compliance with the Bid Price Requirement pursuant to Nasdaq Listing Rule 5450(a)(1). On June 30, 2026, the Company received a notice (the “Extension Notice”) from Nasdaq informing the Company that Nasdaq had granted the Company an additional 180 calendar days, or until December 28, 2026, to regain compliance with the Bid Price Requirement for continued listing on the Nasdaq Capital Market under Nasdaq Listing Rule 5550(a)(2). In connection with the Extension Notice, the listing of the ADSs was transferred from the Nasdaq Global Market to the Nasdaq Capital Market, effective as of July 2, 2026. The Extension Notice has no other immediate effect on the listing of the ADSs. The Company intends to continue actively monitoring the bid price for its ADSs between now and December 28, 2026, and will consider available options to resolve the deficiency and regain compliance with the Bid Price Requirement. These options include, but are not limited to, effecting a reverse stock split, if necessary, to attempt to regain compliance. If at any time before December 28, 2026, the closing bid price of the ADSs is at least $1.00 per share for a minimum of 10 consecutive business days (which may be extended to be a period of up to 20 consecutive business days at the discretion of the Staff), Nasdaq will provide written confirmation that the Company has regained compliance with the Bid Price Requirement. If the Company does not regain compliance within the additional compliance period, Nasdaq will provide notice that the ADSs will be subject to delisting. The Company would then be entitled to appeal that determination to a Nasdaq hearings panel. There is no assurance, however, that the Company will regain compliance with the Bid Price Requirement or that the ADSs will not be delisted from Nasdaq.
Item 8.01Item 8.01 - Other Events
Item 8.01. Other Events. As previously reported, on December 30, 2025, the Company received a notification letter from The Nasdaq Stock Market LLC (“Nasdaq”) notifying the Company that, for the last 30 consecutive business days, the closing bid price for the Company’s American Depositary Shares (the “ADSs”), has been below the minimum $1.00 per share required (the “Bid Price Requirement”) for continued listing on the Nasdaq Global Market pursuant to Nasdaq Listing Rule 5450(a)(1). In accordance with Nasdaq Listing Rule 5810(c)(3)(A), the Company was given 180 calendar days, or until June 29, 2026, to regain compliance with the Bid Price Requirement pursuant to Nasdaq Listing Rule 5450(a)(1). On June 30, 2026, the Company received a notice (the “Extension Notice”) from Nasdaq informing the Company that Nasdaq had granted the Company an additional 180 calendar days, or until December 28, 2026, to regain compliance with the Bid Price Requirement for continued listing on the Nasdaq Capital Market under Nasdaq Listing Rule 5550(a)(2). In connection with the Extension Notice, the listing of the ADSs was transferred from the Nasdaq Global Market to the Nasdaq Capital Market, effective as of July 2, 2026. The Extension Notice has no other immediate effect on the listing of the ADSs. The Company intends to continue actively monitoring the bid price for its ADSs between now and December 28, 2026, and will consider available options to resolve the deficiency and regain compliance with the Bid Price Requirement. These options include, but are not limited to, effecting a reverse stock split, if necessary, to attempt to regain compliance. If at any time before December 28, 2026, the closing bid price of the ADSs is at least $1.00 per share for a minimum of 10 consecutive business days (which may be extended to be a period of up to 20 consecutive business days at the discretion of the Staff), Nasdaq will provide written confirmation that the Company has regained compliance with the Bid Price Requirement. If the Company does not regain compliance within the additional compliance period, Nasdaq will provide notice that the ADSs will be subject to delisting. The Company would then be entitled to appeal that determination to a Nasdaq hearings panel. There is no assurance, however, that the Company will regain compliance with the Bid Price Requirement or that the ADSs will not be delisted from Nasdaq.

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