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.