Barinthus Biotherapeutics Enters Material Definitive Agreement

TL;DR

Barinthus (VACC) signed a big deal on 9/29/25.

AI Summary

On September 29, 2025, Barinthus Biotherapeutics plc. entered into a material definitive agreement. The company, formerly known as Vaccitech plc, is a pharmaceutical preparations company incorporated in England and Wales.

Why It Matters

This filing indicates a significant new contract or partnership for Barinthus Biotherapeutics, which could impact its future operations and financial performance.

Risk Assessment

Risk Level: medium — Entering into material definitive agreements can carry inherent risks related to contract terms, performance obligations, and potential future disputes.

Key Players & Entities

• Barinthus Biotherapeutics plc. (company) — Registrant
• September 29, 2025 (date) — Date of earliest event reported
• Vaccitech plc (company) — Former company name
• 2834 (other) — Standard Industrial Classification (Pharmaceutical Preparations)

FAQ

Key Financial Figures

• $0.0001 — eive (i) one (1) share of common stock, $0.0001 par value per share, of Topco (the " To
• $27,000,000 — Self-Tender Offer ") to purchase up to $27,000,000 in shares of Topco Common Stock then is

Filing Documents

• tm2527141d1_8k.htm (8-K) — 78KB
• tm2527141d1_ex2-1.htm (EX-2.1) — 1390KB
• tm2527141d1_ex10-1.htm (EX-10.1) — 111KB
• tm2527141d1_ex10-2.htm (EX-10.2) — 114KB
• tm2527141d1_ex10-3.htm (EX-10.3) — 72KB
• tm2527141d1_ex99-1.htm (EX-99.1) — 58KB
• 0001104659-25-094754.txt ( ) — 2409KB
• vacc-20250929.xsd (EX-101.SCH) — 3KB
• vacc-20250929_def.xml (EX-101.DEF) — 26KB
• vacc-20250929_lab.xml (EX-101.LAB) — 36KB
• vacc-20250929_pre.xml (EX-101.PRE) — 25KB
• tm2527141d1_8k_htm.xml (XML) — 6KB

From the Filing

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): September 29, 2025 BARINTHUS BIOTHERAPEUTICS PLC (Exact name of registrant as specified in its charter) England and Wales 001-40367 Not Applicable (State or other jurisdiction of incorporation) (Commission File Number) (I.R.S. Employer Identification No.) c/o Barinthus Biotherapeutics plc 20400 Century Boulevard , Suite 210 Germantown , MD 20874 United States of America (Address of principal executive offices, including ( 443 ) 917-0966 (Registrant's telephone number, including area code) Not Applicable (Former name or former address, if changed since last report) Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions: x Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) Securities registered pursuant to Section 12(b) of the Act: Title of each class Trade Symbol(s) Name of each exchange on which registered American Depositary Shares BRNS The Nasdaq Global Market Ordinary shares, nominal value 0.000025 per share* Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 ( 230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 ( 240.12b-2 of this chapter). Emerging growth company x If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. * American Depositary Shares may be evidenced by American Depositary Receipts. Each American Depositary Share represents one (1) ordinary share. Not for trading, but only in connection with the listing of the American Depositary Shares on The Nasdaq Global Market. The American Depositary Shares represent the right to receive ordinary shares and are being registered under the Securities Act of 1933, as amended, pursuant to a separate Registration Statement on Form F-6. Accordingly, the American Depositary Shares are exempt from the operation of Section 12(a) of the Securities Exchange Act of 1934, as amended, pursuant to Rule 12a-8. 00-0000000 Item1.01 Entry into a Material Definitive Agreement. Merger Agreement The Combinations On September 29, 2025, Barinthus Biotherapeutics plc, a public limited company organized under the laws of England and Wales (" Beacon "), entered into an Agreement and Plan of Merger (the " Merger Agreement ") by and among Beacon, Beacon Topco, Inc., a Delaware corporation and a direct wholly owned subsidiary of Beacon (" Topco "), Cdog Merger Sub, Inc., a Delaware corporation and a direct wholly owned subsidiary of Topco (" Merger Sub "), and Clywedog Therapeutics, Inc., a Delaware corporation (" Clywedog "). The Merger Agreement provides that, among other things, upon the terms and subject to the conditions set forth therein (i) Topco will acquire the entire issued and to be issued share capital of Beacon pursuant to a scheme of arrangement (subject to any modification, addition or condition which (a) Beacon, Topco and Clywedog mutually agree and which (if required) is approved by the High Court of Justice of England and Wales (the " Court ") or (b) is otherwise imposed by the Court and mutually acceptable to Beacon, Topco and Clywedog, each acting reasonably and in good faith, in each case in accordance with the Part 26 of the United Kingdom Companies Act 2006 and the Merger Agreement (the " Scheme of Arrangement " and such transaction, the " Scheme Transaction ")), resulting in Beacon becoming a direct wholly owned subsidiary of Topco, and (ii) Merger Sub will merge with and into Clywedog, with Clywedog continuing as the surviving corporation and a direct wholly owned subsidiary of Topco in accordance with the Delaware General Corporations Law (the " Merger " and together with the Scheme Transaction, the " Combinations ", and, together with such other transactions contemplated by the Merger Agreement, the " Contemplated Transactions "). The Scheme Transaction will be consummated prior to the Merger. At the effective time of the Scheme Transaction (the " Scheme Effective Time "), upon the terms and subject to the conditions set forth in the Merger Agreement, Topco will acquire each outstanding ordinary share of Beacon, with

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View this 8-K filing on SEC EDGAR