What changed in this filing

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Item 1. Financial Statements

2026-08-06 compared with 2026-04-30 · 199 added, 106 removed, 677 unchanged (31% of the section changed)

36 unchanged sentences

Ordinary shares, £ 0.000025 nominal value;

40,848,893 shares authorized, issued and outstanding (December 31, 2025:

authorized, issued and outstanding:

as at June 30, 2026 40,848,893 shares authorized, issued and outstanding and as at December 31, 2025

Deferred A shares, £ 1 nominal value;

63,443 shares authorized, issued and outstanding (December 31, 2025:

authorized, issued and outstanding:

as at June 30, 2026 63,443 shares authorized, issued and outstanding and as at December 31, 2025

Additional paid-in capital 394,932 393,944

9 unchanged sentences

(IN THOUSANDS, EXCEPT NUMBER OF SHARES AND PER SHARE AMOUNTS)

Three months ended

March 31, 2026 March 31, 2025

Three months ended Six months ended

June 30, 2026 June 30, 2025 June 30, 2026 June 30, 2025

Operating expenses

2 unchanged sentences

Total operating expenses 11,024 23,337 17,145 44,266

Other operating income/(expense) 46 329

Other operating income 5 13 51 342

Loss from operations ( 11,019 ) ( 23,324 ) ( 17,094 ) ( 43,924 )

17 unchanged sentences

Comprehensive loss ( 9,777 ) ( 12,831 ) ( 18,147 ) ( 27,843 )

Comprehensive loss attributable to noncontrolling interest 5 7

Comprehensive loss/(gain) attributable to noncontrolling interest 18 ( 5 ) 23 2

Comprehensive loss attributable to Barinthus Biotherapeutics plc shareholders $ ( 9,759 ) $ ( 12,836 ) $ ( 18,124 ) $ ( 27,841 )

4 unchanged sentences

(IN THOUSANDS, EXCEPT NUMBER OF SHARES)

Three months ended March 31, 2026

Three and Six months ended June 30, 2026

Ordinary Shares Deferred A Shares

2 unchanged sentences

Share based compensation — — — — 556 — — 556 — 556

Issue of ordinary shares, net of issuance costs — — — — — — — — — —

Foreign currency translation adjustments — — — — ( 1 ) ( 5 ) ( 2,828 ) ( 2,834 ) ( 2 ) ( 2,836 )

1 unchanged sentence

Balance, March 31, 2026 40,848,893 $ 1 63,443 $ 86 $ 394,499 $ ( 309,628 ) $ ( 18,559 ) $ 66,399 $ 79 $ 66,478

Three months ended March 31, 2025

Share based compensation — — — — 433 — — 433 — 433

Foreign currency translation adjustments — — — — — — 821 821 1 822

Net loss — — — — — ( 10,580 ) — ( 10,580 ) ( 19 ) ( 10,599 )

Balance, June 30, 2026 40,848,893 $ 1 63,443 $ 86 $ 394,932 $ ( 320,208 ) $ ( 17,738 ) $ 57,073 $ 61 $ 57,134

Three and Six months ended June 30, 2025

Ordinary Shares Deferred A Shares

6 unchanged sentences

Balance, March 31, 2025 40,339,395 $ 1 63,443 $ 86 $ 393,944 $ ( 257,312 ) $ ( 21,225 ) $ 115,494 $ 99 $ 115,593

Share based compensation — — — — ( 281 ) — — ( 281 ) — ( 281 )

Issue of ordinary shares, net of issuance costs 9,270 0 1 — — 0 1 — — 0 1 — 0 1

Foreign currency translation adjustments — — — — — — 8,288 8,288 7 8,295

Net loss — — — — — ( 21,124 ) — ( 21,124 ) ( 2 ) ( 21,126 )

Balance, June 30, 2025 40,348,665 $ 1 63,443 $ 86 $ 393,663 $ ( 278,436 ) $ ( 12,937 ) $ 102,377 $ 104 $ 102,481

1 Indicates amount less than one thousand

3 unchanged sentences

(IN THOUSANDS)

Three months ended

March 31, 2026 March 31, 2025

Six months ended

June 30, 2026 June 30, 2025

CASH FLOWS FROM OPERATING ACTIVITIES:

37 unchanged sentences

("Clywedog").

These entities are not material to the Company's consolidated financial position or results of operations.

These entities are not material to the Company's condensed consolidated financial position or results of operations.

The Company is a clinical-stage biopharmaceutical company focused on developing novel immunotherapeutic drug candidates for treating autoimmune and inflammatory diseases within the immunology and inflammation (“I&I”) space enabled by the proprietary and highly differentiated platform for promoting immune tolerance, referred to as SNAP-TI.

40 unchanged sentences

balance sheet as of December 31, 2025, was derived from the audited financial statements but does not contain all of the footnote disclosures from the annual financial statements.

As of March 31, 2026, the Company had cash, cash equivalents and restricted cash of $ 67.2 million and an accumulated deficit of $ 309.6 million, and the Company expects to incur losses for the foreseeable future as it continues to pursue its activities, including the commercialization of its research and development.

The Company expects to continue to incur costs and expenditures in connection with the Contemplated Transactions, further in connection with the Contemplated Transactions, the Company may pay up to $ 27.0 million to existing shareholders under a self tender offer.

As of June 30, 2026, the Company had cash, cash equivalents and restricted cash of $ 59.6 million and an accumulated deficit of $ 320.2 million, and the Company expects to incur losses for the foreseeable future as it continues to pursue its activities, including the commercialization of its research and development.

The Company expects to continue to incur costs and expenditures in connection with the Contemplated Transactions.

In connection with the Contemplated Transactions, the Company may pay up to $ 27.0 million to existing shareholders under a self tender offer.

If the Contemplated Transactions are consummated, any additional funding will be sought by the combined company.

5 unchanged sentences

Unaudited Condensed Consolidated Financial Information

The accompanying Condensed Consolidated Balance Sheets as of March 31, 2026, and December 31, 2025, the Condensed Consolidated Statements of Operations and Comprehensive Loss, Condensed Consolidated Statements of Changes in Stockholders’ Equity and the Condensed Consolidated Statements of Cash Flows for the three months ended March 31, 2026 and 2025 are unaudited.

The accompanying Condensed Consolidated Balance Sheets as of June 30, 2026, and December 31, 2025, the Condensed Consolidated Statements of Operations and Comprehensive Loss, Condensed Consolidated Statements of Changes in Stockholders’ Equity and the Condensed Consolidated Statements of Cash Flows for the three and six months ended June 30, 2026 and 2025 are unaudited.

These unaudited condensed consolidated financial statements have been prepared on the same basis as the audited annual consolidated financial statements contained in the Company’s Annual Report on Form 10-K for the year ended December 31, 2025, filed with the Securities Exchange Commission (the “Annual Report”) on March 13, 2026.

In the Company's opinion, the unaudited condensed consolidated financial statements include all adjustments of a normal recurring nature necessary for the fair statement of its financial position as of March 31, 2026, its results of operations for the three months ended March 31, 2026, and 2025, and its cash flows for the three months ended March 31, 2026, and 2025.

The results of operations for the three months ended March 31, 2026, are not necessarily indicative of the results to be expected for the year ending December 31, 2026, or any other interim periods.

In the Company's opinion, the unaudited condensed consolidated financial statements include all adjustments of a normal recurring nature necessary for the fair statement of its financial position as of June 30, 2026, its results of operations for the three and six months ended June 30, 2026, and 2025, and its cash flows for the six months ended June 30, 2026, and 2025.

The results of operations for the three and six months ended June 30, 2026, are not necessarily indicative of the results to be expected for the year ending December 31, 2026, or any other interim periods.

Summary of Significant Accounting Policies

38 unchanged sentences

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

Three months ended March 31, 2026 Three months ended March 31, 2025 Change

Three months ended June 30, 2026 Three months ended June 30, 2025 Change

Direct research and development expenses:

9 unchanged sentences

Total research and development expenses $ 3,923 $ 7,953 $ ( 4,030 )

Six months ended June 30, 2026 Six months ended June 30, 2025 Change

Direct research and development expenses:

VTP-1000 Celiac $ 4,358 $ 2,764 $ 1,594

Barinthus legacy assets 1

1,986 5,438 ( 3,452 )

Total direct research and development expenses 6,344 8,202 ( 1,858 )

Indirect research and development expenses:

Personnel-related (including share-based compensation) 979 6,394 ( 5,415 )

Facility related 102 685 ( 583 )

Other indirect costs 91 962 ( 871 )

Total indirect research and development expenses 1,172 8,041 ( 6,869 )

Total research and development expenses $ 7,516 $ 16,243 $ ( 8,727 )

1 In January 2025, we announced a strategic focus on developing a pipeline in I&I, and the deprioritization of our programs in infectious disease and oncology.

3 unchanged sentences

The following table summarizes the Company’s long-lived assets, which include the Company’s intangible assets, property and equipment, net, and right-of-use assets, by geography:

March 31, 2026 December 31, 2025

June 30, 2026 December 31, 2025

United States

3 unchanged sentences

Foreign Currency Translation in General and Administrative Expenses

The aggregate, net foreign exchange gain or loss recognized in general and administrative expenses for the three months ended March 31, 2026 was a gain of $ 3.0 million (three months ended March 31, 2025:

$ 4.4 million loss).

The aggregate, net foreign exchange gain or loss recognized in general and administrative expenses for the three and six months ended June 30, 2026 was a loss of $ 0.9 million and gain of $ 2.1 million, respectively (three and six months ended June 30, 2025:

$ 8.0 million loss and $ 12.4 million loss, respectively).

BARINTHUS BIOTHERAPEUTICS PLC

1 unchanged sentence

Net Loss Per Share

The following table sets forth the computation of basic and diluted net loss per share for the three months ended March 31, 2026, and 2025 (in thousands, except number of shares):

Three months ended March 31,

The following table sets forth the computation of basic and diluted net loss per share for the three and six months ended June 30, 2026, and 2025 (in thousands, except number of shares):

Three months ended June 30, Six months ended June 30,

2026 2025 2026 2025

Net loss $ ( 10,599 ) $ ( 21,126 ) $ ( 16,133 ) $ ( 40,784 )

6 unchanged sentences

Since the Company was in a loss position for all periods presented, basic net loss per share is the same as diluted net loss per share, as the inclusion of all potential ordinary share equivalents outstanding would have been anti-dilutive.

As of March 31, 2026, 4,827,242 potential ordinary shares issuable for stock options were excluded from the computation of diluted weighted-average shares outstanding because including these shares would have had an anti-dilutive effect (March 31, 2025:

As of June 30, 2026, 3,992,720 potential ordinary shares issuable for stock options were excluded from the computation of diluted weighted-average shares outstanding because including these shares would have had an anti-dilutive effect (June 30, 2025:

Property and Equipment, Net

Depreciation expense for the three months ended March 31, 2026 was $ 0.2 million (three months ended March 31, 2025:

$ 1.2 million).

During the three months ended March 31, 2026, the Company had no additions to property and equipment (three months ended March 31, 2025:

Depreciation expense for the three and six months ended June 30, 2026 was $ 0.2 million and $ 0.4 million (three and six months ended June 30, 2025:

$ 1.2 million and $ 2.5 million).

During the six months ended June 30, 2026, the Company had no additions to property and equipment (six months ended June 30, 2025:

$ 0.04 million).

The recorded associated proceeds from the equipment sale for the three months ended March 31, 2026 was $ 0.06 million (three months ended March 31, 2025:

There were $ 0.2 million sales of equipment during the three and six months ended June 30, 2026, the Company recorded a gain of $ 0.1 million and recorded associated proceeds of $ 0.1 million.

During the three and six ended June 30, 2025, the Company recorded a gain of $ 0.3 million from the sale of U.K.

laboratory equipment and recorded associated proceeds of $ 0.5 million.

Intangible Assets, Net

The gross amount of amortizable intangible assets, consisting of acquired developed technology, was $ 31.6 million as of both March 31, 2026 and December 31, 2025, and accumulated amortization was $ 17.9 million and $ 17.3 million as of March 31, 2026 and December 31, 2025, respectively.

The amortization expense for the three months ended March 31, 2026 was $ 0.6 million (three months ended March 31, 2025:

$ 0.8 million, respectively).

The gross amount of amortizable intangible assets, consisting of acquired developed technology, was $ 31.6 million as of both June 30, 2026 and December 31, 2025, and accumulated amortization was $ 18.5 million and $ 17.3 million as of June 30, 2026 and December 31, 2025, respectively.

The amortization expense for the three and six months ended June 30, 2026 was $ 0.6 million and $ 1.2 million, respectively (three and six months ended June 30, 2025:

$ 0.8 million and $ 1.6 million, respectively).

The estimated annual amortization expense is $ 2.5 million for the years 2026 through 2031.

BARINTHUS BIOTHERAPEUTICS PLC

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

Prepaid Expenses and Other Current Assets (in thousands):

4 unchanged sentences

Total $ 2,362 $ 4,830

BARINTHUS BIOTHERAPEUTICS PLC

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

Accrued Expenses and Other Current Liabilities (in thousands):

15 unchanged sentences

During the first quarter of 2026, a repayment of $ 1.0 million was requested, resulting in a reduction of the remaining unused Funding Agreement cash payments.

The unused amounts total $ 0.3 million as of March 31, 2026 (December 31, 2025:

The Company repaid that amount during the second quarter of 2026.

The unused amounts total $ 0.3 million as of June 30, 2026 (December 31, 2025:

$ 1.4 million) and continue to be reflected in deferred income in the condensed consolidated balance sheets until expenditures contemplated in the Funding Agreement are incurred.

Restricted cash as of March 31, 2026 is $ 1.3 million (December 31, 2025:

Restricted cash as of June 30, 2026 is $ 0.3 million (December 31, 2025:

$ 1.4 million), as the related cash had not been repaid as of period end.

1 unchanged sentence

Deferred income relates to payments received from CEPI in advance of the eligible research and development expenses being incurred and are disclosed as deferred income separately in the condensed consolidated balance sheets.

Deferred income is released to the condensed consolidated statements of operations and comprehensive loss in the period in which such research and development activities are actually performed in a manner that satisfies the conditions of the Funding Agreement.

Deferred income is released to the condensed consolidated statements of operations and comprehensive loss in the period in which

BARINTHUS BIOTHERAPEUTICS PLC

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

Changes in deferred income during the three months ended March 31, 2026 and 2025, are as follows (in thousands):

Three months ended March 31,

such research and development activities are actually performed in a manner that satisfies the conditions of the Funding Agreement.

Changes in deferred income during the three and six months ended June 30, 2026 and 2025, are as follows (in thousands):

Three months ended June 30, Six months ended June 30,

2026 2025 2026 2025

Beginning balance $ 318 $ 1,461 $ 1,396 $ 1,738

Reclassification to accruals ( 1,013 ) —

Cash payment — — ( 1,000 ) —

Other operating income recognized related to the Funding Agreement ( 5 ) ( 13 ) ( 51 ) ( 342 )

3 unchanged sentences

All ordinary shares rank pari passu as a single class.

The following is a summary of the rights and privileges of the holders of ordinary shares as of March 31, 2026:

The following is a summary of the rights and privileges of the holders of ordinary shares as of June 30, 2026:

Liquidation preference:

30 unchanged sentences

The carrying amounts of cash, cash equivalents and restricted cash, accounts payable and accrued expenses approximated their respective fair value due to the short-term nature and maturity of these instruments.

As of March 31, 2026, the Company had a contingent consideration liability of $ 3.0 million related to the acquisition of Avidea.

As of June 30, 2026, the Company had a contingent consideration liability of $ 3.1 million related to the acquisition of Avidea.

Avidea’s stockholders may be entitled to receive an aggregate of up to $ 40.0 million in additional payments, payable in a combination of cash and ADSs, upon the achievement of certain milestones.

6 unchanged sentences

The following table summarizes changes to the Company's financial instruments carried at fair value and classified within Level 3 of the fair value hierarchy (in thousands):

Three months ended March 31,

Three months ended June 30, Six months ended June 30,

2026 2025 2026 2025

Beginning balance $ 2,956 $ 2,652 $ 2,871 $ 2,650

3 unchanged sentences

Share-Based Compensation

For the three months ended March 31, 2026, the Company granted 8,779 options to employees and directors under the Barinthus Biotherapeutics plc Award Plan 2021 (the “Plan”) with a weighted average grant date fair value of $ 0.60 per share and a weighted average exercise price of $ 0.73 per share (March 31, 2025:

For the six months ended June 30, 2026, the Company granted 8,779 options to employees and directors under the Barinthus Biotherapeutics plc Award Plan 2021 (the “Plan”) with a weighted average grant date fair value of $ 0.60 per share and a weighted average exercise price of $ 0.73 per share (June 30, 2025:

granted 1,470,812 options, weighted average grant date fair value of $ 0.85 per share and a weighted average exercise price of $ 1.00 per share).

For the three months ended March 31, 2026, 1,157,694 options (March 31, 2025:

For the six months ended June 30, 2026, 1,993,860 options (June 30, 2025:

1,016,357 ) were forfeited.

2 unchanged sentences

The fair value of each stock option issued to employees was estimated at the date of grant using the Black-Scholes model with the following weighted-average assumptions:

Three months ended March 31,

Six months ended June 30,

Expected volatility 105.9 % 114.1 %

2 unchanged sentences

Expected dividend yield — % — %

As of March 31, 2026, 4,827,242 options with a weighted average exercise price of $ 5.72 per share were outstanding (March 31, 2025:

As of June 30, 2026, 3,992,720 options with a weighted average exercise price of $ 5.49 per share were outstanding (June 30, 2025:

7,625,728 options with a weighted average exercise price of $ 5.30 per share were outstanding).

As of March 31, 2026, there was $ 0.5 million unrecognized compensation cost related to stock options, which is expected to be recognized over a weighted average period of 1.4 years.

As of June 30, 2026, there was $ 0.3 million unrecognized compensation cost related to stock options, which is expected to be recognized over a weighted average period of 1.3 years.

Restricted stock units:

The following table summarizes the Company's restricted stock units ('RSUs") under the Plan since March 31, 2026:

The following table summarizes the Company's restricted stock units ('RSUs") under the Plan as of June 30, 2026:

Number of Shares

5 unchanged sentences

Forfeited ( 72,000 ) 1.50

Unvested outstanding, March 31, 2026 792,724 1.50

Vested but subject to deferred settlement at March 31, 2026 — $ —

Outstanding at March 31, 2026 792,724 $ 1.50

Unvested outstanding, June 30, 2026 792,724 1.50

Vested but subject to deferred settlement at June 30, 2026 — $ —

Outstanding at June 30, 2026 792,724 $ 1.50

In October 2025, the Company granted an aggregate of 886,018 restricted stock units (“RSUs”) to employees under the Plan.

The RSUs will vest in full on the seven th day following the occurrence of either the closing of the Contemplated Transactions or the termination of the Merger Agreement pursuant to its terms, subject to the employee’s continued employment with the Company through such vesting date, and were granted as part of the Company’s equity incentive program with a grant date fair value of $ 1.3 million.

Total share-based compensation expense for RSUs for the three months ended March 31, 2026 and 2025 was $ 0.4 million and nil , respectively.

As of March 31, 2026, the total unrecognized compensation expense related to RSUs was $ 0.3 million, which is expected to be recognized over a weighted-average of 0.7 years.

Total share-based compensation expense for RSUs for the three and six months ended June 30, 2026 was $ 0.3 million and $ 0.7 million, respectively (three and six months ended June 30, 2025:

As of June 30, 2026, the total unrecognized compensation expense related to RSUs was nil .

Share based compensation expense is classified in the unaudited condensed consolidated statements of operations and comprehensive loss as follows (in thousands):

Three months ended March 31,

Three months ended June 30, Six months ended June 30,

2026 2025 2026 2025

Research and development $ 219 $ ( 1 ) $ 490 $ 67

12 unchanged sentences

The obligation to make these payments is contingent upon the Company’s ability to develop candidates for submission for phased testing and approvals, and for the development of markets for the products developed by the Company.

The Company has not made or accrued any material payments under these license agreements during the three month periods ended March 31, 2026 and 2025.

The Company has not made or accrued any material payments under these license agreements during the six month periods ended June 30, 2026 and 2025.

The Company leases certain laboratory and office space under operating leases, which are described below.

6 unchanged sentences

In August 2025, the Company ceased the research and development activities undertaken in the laboratory and transitioned the remaining clinical and operational workforce to remote roles.

operating lease right-of-use asset has a value of nil as of March 31, 2026.

operating lease right-of-use asset has a value of nil as of June 30, 2026.

The Company is actively marketing the building in Harwell, Oxfordshire, for the remainder of the lease.

10 unchanged sentences

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

Three months ended March 31,

Six months ended June 30,

Other information

2 unchanged sentences

Weighted average discount rate 7.5 % 7.5 %

Three months ended March 31,

Three months ended June 30, Six months ended June 30,

2026 2025 2026 2025

Operating leases $ 205 $ 846 $ 415 $ 1,659

Total lease cost $ 205 $ 846 $ 415 $ 1,659

Future annual minimum lease payments under operating leases as of March 31, 2026, were as follows (in thousands):

Future annual minimum lease payments under operating leases as of June 30, 2026, were as follows (in thousands):

Remainder of 2026 $ 714

5 unchanged sentences

On September 29, 2025, the Company entered into a merger agreement to combine with Clywedog, a private company advancing novel breakthrough medicines in diabetes.

The Contemplated Transactions are expected to close in mid 2026, subject to customary closing conditions.

The Contemplated Transactions are expected to close in the second half of 2026, subject to customary closing conditions.

In connection with this strategic combination, the Company may incur additional or contingent costs, including transaction-related legal and advisory fees, and other expenses.

The Company recorded and expensed transaction related legal and advisory fees in the amount of $ 3.7 million for the three months ended March 31, 2026 (three months ended March 31, 2025:

The Company recorded and expensed transaction related legal and advisory fees in the amount of $ 1.5 million and $ 2.4 million for the three and six months ended June 30, 2026, respectively (three and six months ended June 30, 2025:

Regardless of the outcome, there are anticipated additional costs and a focus of management resources on the strategic transaction which may or may not complete.

3 unchanged sentences

Regardless of the outcome, legal proceedings can have an adverse impact on the Company because of defense and settlement costs, diversion of management resources and other factors.

BARINTHUS BIOTHERAPEUTICS PLC

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

Related Party Transactions

During the three months ended March 31, 2026, the Company incurred expenses, related to clinical study costs, of $ 0.1 million, respectively (three months ended March 31, 2025:

$ 0.2 million) from Oxford University Innovation Limited.

During the three and six months ended June 30, 2026, the Company incurred expenses, related to clinical study costs, of $ 0.1 million and $ 0.2 million, respectively (three and six months ended June 30, 2025:

$ 0.1 million and $ 0.3 million, respectively) from Oxford University Innovation Limited.

Management ’ s Discussion and Analysis of Financial Condition and Results of Operations.

14 unchanged sentences

The newly combined company will advance a differentiated portfolio of clinical-stage candidates targeting metabolic and autoimmune diseases, with multiple clinical data milestones expected within 18 months of the closing of the transaction.

Upon the closing of the transaction, the combined company will be renamed “Clywedog Therapeutics Holdings, Inc.” and is expected to trade on the Nasdaq under the new ticker symbol “CLYD.” The transaction is expected to close in mid-2026, supported by existing cash and additional investments by OrbiMed and TPAV, LLC, both existing shareholders in Clywedog, and new investors.

Upon the closing of the transaction, the combined company will be renamed “Clywedog Therapeutics Holdings, Inc.” and is expected to trade on the Nasdaq under the new ticker symbol “CLYD.” The transaction is expected to close in the second half of 2026, supported by existing cash and additional investments by OrbiMed and TPAV, LLC, both existing shareholders in Clywedog, and new investors.

We have incurred net losses in each annual and interim reporting period since 2023.

For the three months ended March 31, 2026, we incurred a net loss of $5.5 million, respectively.

As of March 31, 2026, we had an accumulated deficit of $309.6 million, and we do not currently expect positive cash flows from operations in the foreseeable future.

For the three and six months ended June 30, 2026, we incurred a net loss of $10.6 million and $16.1 million, respectively.

As of June 30, 2026, we had an accumulated deficit of $320.2 million, and we do not currently expect positive cash flows from operations in the foreseeable future.

We expect to incur net operating losses for at least the next several years as we advance our product candidates through clinical development, seek regulatory approval, prepare for approval, and in some cases proceed to commercialization of our product candidates, as well as continue our research and development efforts, as and when appropriate.

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Recent Developments

Doug Swirsky, seasoned biotechnology executive with public company CFO experience, has been appointed to serve as the Chief Financial Officer effective May 1, 2026.

Phase 1 AVALON clinical trial

During the third quarter of 2026, we completed enrollment in all cohorts in the multiple ascending dose portion of the Phase 1 AVALON clinical trial.

Nasdaq Listing Rule Compliance

On June 30, 2026, we received a notice (the “Extension Notice”) from the Nasdaq Stock Market (“Nasdaq”) informing us that Nasdaq had granted us 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.

Impact of International Conflicts

21 unchanged sentences

Our general and administrative expenses consist primarily of personnel-related expenses, including share-based compensation, in our executive, finance, business development and other administrative functions.

Other general and administrative expenses include consulting fees and professional service fees for auditing, tax and legal services, rent expenses related to our offices, depreciation, impairment of property and equipment and right-of-use assets, foreign exchange gains and losses on our cash balances, other central non-research costs and changes in the fair value of contingent

consideration.

When determining the fair value of contingent consideration, significant judgment is used to determine the probability of success of achievement of the technology and clinical milestones and the date of the expected milestone.

Our general and administrative expenses would continue to increase in the future if we expand our operating activities and if we seek to manufacture and/or commercialize any of our current and future product candidates.

These costs will increase if our headcount rises to allow full support for our operations as a public company, including increased expenses related to legal, accounting, regulatory and tax-related services associated with maintaining compliance with requirements of the Nasdaq Global Market ( “ Nasdaq ” ) and the SEC, directors’ and officers’ liability insurance premiums and investor relations activities.

These costs will increase if our headcount rises to allow full support for our operations as a public company, including increased expenses related to legal, accounting, regulatory and tax-related services associated with maintaining compliance with requirements of Nasdaq and the SEC, directors’ and officers’ liability insurance premiums and investor relations activities.

Other Operating Income

4 unchanged sentences

Minimal future activity is expected in relation to the VTP-500 program following the strategic decision to prioritize pipeline assets in the I&I space.

We intend to exit the Funding Agreement as part of aligning resources in accordance with the our strategy in 2026.

We intend to exit the Funding Agreement as part of aligning resources in accordance with the strategy in 2026.

Other Income/(Expense)

13 unchanged sentences

For loss-makers and small profit-makers, a lower rate of notional tax restriction (currently 19%) applies at payment.

The amount of the Pay As You Earn ( “ PAYE ” ) cap for claims under both the merged scheme and ERIS is £20,000 plus 300% of the company’s relevant PAYE and National Insurance contributions liabilities.

The amount of the Pay As You

Earn ( “ PAYE ” ) cap for claims under both the merged scheme and ERIS is £20,000 plus 300% of the company’s relevant PAYE and National Insurance contributions liabilities.

The PAYE cap (where applicable) will limit the amount of payable credit that can be received in the accounting period under consideration.

13 unchanged sentences

There was no tax loss restriction applied to the R&D tax credits in the U.K.

for the three months ended March 31, 2026 and 2025.

for the six months ended June 30, 2026 and 2025.

Critical Accounting Policies and Use of Estimates

18 unchanged sentences

Results of Operations

Comparison of the Three Months Ended March 31, 2026 and 2025

Comparison of the Three Months Ended June 30, 2026 and 2025

The following table sets forth the significant components of our results of operations (in thousands):

Three months ended March 31, 2026 Three months ended March 31, 2025 Change

Three months ended June 30, 2026 Three months ended June 30, 2025 Change

Operating expenses:

3 unchanged sentences

Total operating expenses 11,024 23,337 (12,313)

Other operating income/(expense) 46 329 (283)

Other operating income 5 13 (8)

Loss from operations (11,019) (23,324) 12,305

10 unchanged sentences

Research and Development Expenses

The following table summarizes our research and development expenses for the three months ended March 31, 2026 and 2025 (in thousands):

Three months ended March 31, 2026 Three months ended March 31, 2025 Change

The following table summarizes our research and development expenses for the three months ended June 30, 2026 and 2025 (in thousands):

Three months ended June 30, 2026 Three months ended June 30, 2025 Change

Direct research and development expenses by program:

12 unchanged sentences

VTP-300 HBV, VTP-850 Prostate Cancer, VTP-200 HPV, VTP-600NSCLC, VTP-500 MERS and other and earlier stage programs

Our research and development expenses for the three months ended March 31, 2026 and 2025 were $3.6 million and $8.3 million, respectively.

Direct expenses for the three months ended March 31, 2026 and 2025 were $2.9 million and $3.5 million, respectively, and consisted of outside services, consultants, laboratory materials, clinical trials, manufacturing of clinical trial materials, as well as costs for external preclinical services and sample testing.

Our research and development expenses for the three months ended June 30, 2026 and 2025 were $3.9 million and $8.0 million, respectively.

Direct expenses for the three months ended June 30, 2026 and 2025 were $3.4 million and $4.7 million, respectively, and consisted of outside services, consultants, laboratory materials, clinical trials, manufacturing of clinical trial materials, as well as costs for external preclinical services and sample testing.

Of the $1.3 million decrease, $2.4 million pertains to a net decrease in spend across the infectious disease and oncology programs following the strategic decision to prioritize pipeline assets within the I&I space and wind down of the ongoing trials, offset by $1.2 million increase in spend on VTP-1000 for the Phase 1 AVALON clinical trial.

Indirect research and development expenses for the three months ended March 31, 2026 and 2025 were $0.7 million and $4.8 million, respectively.

Indirect research and development expenses for the three months ended June 30, 2026 and 2025 were $0.5 million and $3.2 million, respectively.

The decrease of $2.8 million primarily relates to the reduction in headcount, following the strategic reprioritization and the associated personnel-related expense (including share-based compensation), combined with the closure of the U.K.

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General and Administrative Expenses

General and administrative expenses for the three months ended March 31, 2026 and 2025 were $2.5 million and $12.6 million, respectively.

The decrease of $10.1 million relates primarily to a foreign exchange gain of $3.0 million for the three months ended March 31, 2026, compared to a loss of $4.4 million for the three months ended March 31, 2025, driven by movement from the translation of United States dollar balances held in pound sterling denominated entities.

The remaining reduction in expenses is related to a decrease of $1.7 million in personnel-related expenses pertaining to the reduction in headcount and the associated reduction in personnel-related expense, and a decrease of $1.4 million in depreciation charges due to impairment and accelerated depreciation of the U.K.

right of use asset, leasehold improvements and laboratory equipment in the prior year.

General and administrative expenses for the three months ended June 30, 2026 and 2025 were $7.1 million and $15.4 million, respectively.

The decrease of $8.3 million relates primarily to a foreign exchange loss of $0.9 million for the three months ended June 30, 2026, compared to a loss of $8.0 million for the three months ended June 30, 2025, driven by movement from the translation of United States dollar balances held in pound sterling denominated entities.

The remaining reduction in expenses is related to a decrease of $1.4 million in depreciation charges due to the sale and disposal of U.K.

assets by the end of 2025.

Other Operating Income

For the three months ended March 31, 2026 and 2025, other operating income was $0.05 million and $0.3 million, respectively, primarily resulting from a reduction in qualifying activity for the development of VTP-500 for the prevention of MERS, and associated utilization of the funding provided by CEPI under the Funding Agreement.

For the three months ended June 30, 2026 and 2025, other operating income was $0.005 million and $0.013 million, respectively, primarily resulting from a reduction in qualifying activity for the development of VTP-500 for the prevention of MERS, and associated utilization of the funding provided by CEPI under the Funding Agreement.

Minimal future activity is expected following the strategic decision to prioritize pipeline assets in the I&I space.

Interest Income

For the three months ended March 31, 2026 and 2025, interest income was $0.4 million and $0.6 million, respectively, with the decrease resulting from both the reduction in interest rates and the reduction in cash amounts on short-term cash deposits held by Barinthus Biotherapeutics (UK) Limited.

For the three months ended June 30, 2026 and 2025, interest income was $0.3 million and $0.5 million, respectively, with the decrease resulting from both the reduction in interest rates and the reduction in cash amounts on short-term cash deposits held by Barinthus Biotherapeutics (UK) Limited.

Research and Development Incentives

For the three months ended March 31, 2026 and 2025, research and development incentives were $0.1 million and $0.3 million, respectively.

For the three months ended June 30, 2026 and 2025, research and development incentives were $0.04 million and $1.3 million, respectively.

Such research and development incentives relate to corporation tax relief on research and development projects incentive programs in the United Kingdom.

The decrease of $0.2 million is due to a decrease in qualifying R&D activities.

The decrease is due to a decrease in qualifying R&D activities.

Comparison of the Six Months Ended June 30, 2026 and 2025

The following table sets forth the significant components of our results of operations (in thousands):

Six months ended June 30, 2026 Six months ended June 30, 2025 Change

Operating expenses:

Research and development

7,516 16,243 (8,727)

General and administrative 9,629 28,023 (18,394)

Total operating expenses 17,145 44,266 (27,121)

Other operating income 51 342 (291)

Loss from operations (17,094) (43,924) 26,830

Other income/(expense)

Interest income 693 1,079 (386)

Interest expense (27) (25) (2)

Research and development incentives 191 1,644 (1,453)

Other income 65 395 (330)

Total other income 922 3,093 (2,171)

Loss before income tax

(16,172) (40,831) 24,659

Tax benefit 39 47 (8)

Net loss $ (16,133) $ (40,784) $ 24,651

Research and Development Expenses

The following table summarizes our research and development expenses for the six months ended June 30, 2026 and 2025 (in thousands):

Six months ended June 30, 2026 Six months ended June 30, 2025 Change

Direct research and development expenses by program:

VTP-1000 Celiac $ 4,358 $ 2,764 $ 1,594

Barinthus legacy assets 1

1,986 5,438 (3,452)

Total direct research and development expenses 6,344 8,202 (1,858)

Indirect research and development expenses:

Personnel-related (including share-based compensation) 979 6,394 (5,415)

Facility related 102 685 (583)

Other indirect costs 91 962 (871)

Total indirect research and development expenses 1,172 8,041 (6,869)

Total research and development expenses $ 7,516 $ 16,243 $ (8,727)

1 In January 2025, we announced a strategic focus on developing a pipeline in I&I, and the deprioritization of our programs in infectious disease and oncology.

The following programs were previously presented separately and have been grouped collectively as "Barinthus Legacy Assets" for both years presented:

VTP-300 HBV, VTP-850 Prostate Cancer, VTP-200 HPV, VTP-600NSCLC, VTP-500 MERS and other and earlier stage programs

Our research and development expenses for the six months ended June 30, 2026 and 2025 were $7.5 million and $16.2 million, respectively.

Direct expenses for the six months ended June 30, 2026 and 2025 were $6.3 million and $8.2 million, respectively, and consisted of outside services, consultants, laboratory materials, clinical trials, manufacturing of clinical trial materials, as

well as costs for external preclinical services and sample testing.

Of the $1.9 million decrease, $3.5 million pertains to a net decrease in spend across the infectious disease and oncology programs following the strategic decision to prioritize pipeline assets within the I&I space and wind down of the ongoing trials, offset by $1.6 million increase in spend on VTP-1000 for the Phase 1 AVALON clinical trial.

Indirect research and development expenses for the six months ended June 30, 2026 and 2025 were $1.2 million and $8.0 million, respectively.

The decrease of $6.8 million primarily relates to the reduction in headcount, following the strategic reprioritization and the associated personnel-related expense (including share-based compensation), combined with the closure of the U.K.

laboratory, which occurred in the third quarter of 2025, resulting in a reduction in the allocation of facility and other indirect costs to research and development from that period onwards.

General and Administrative Expenses

General and administrative expenses for the six months ended June 30, 2026 and 2025 were $9.6 million and $28.0 million, respectively.

The decrease of $18.4 million relates primarily to a foreign exchange gain of $2.1 million for the six months ended June 30, 2026, compared to a loss of $12.4 million for the six months ended June 30, 2025, driven by movement from the translation of United States dollar balances held in pound sterling denominated entities.

The remaining reduction in expenses is related to a decrease of $2.8 million in depreciation charges due to the sale and disposal of U.K.

assets by the end of 2025, a decrease of $1.6 million in personnel-related expenses pertaining to the reduction in headcount and the associated reduction in personnel-related expense.

Other Operating Income

For the six months ended June 30, 2026 and 2025, other operating income was $0.05 million and $0.3 million, respectively, primarily resulting from a reduction in qualifying activity for the development of VTP-500 for the prevention of MERS, and associated utilization of the funding provided by CEPI under the Funding Agreement.

Minimal future activity is expected following the strategic decision to prioritize pipeline assets in the I&I space.

Interest Income

For the six months ended June 30, 2026 and 2025, interest income was $0.7 million and $1.1 million, respectively, with the decrease resulting from both the reduction in interest rates and the reduction in cash amounts on short-term cash deposits held by Barinthus Biotherapeutics (UK) Limited.

Research and Development Incentives

For the six months ended June 30, 2026 and 2025, research and development incentives were $0.2 million and $1.6 million, respectively.

Such research and development incentives relate to corporation tax relief on research and development projects incentive programs in the United Kingdom.

The decrease is due to a decrease in qualifying R&D activities.

Liquidity and Capital Resources

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Since our inception, we have funded our operations primarily through private and public placements of our ordinary and preferred shares as well as from grants and research incentives, various agreements with public funding agencies, the issuance of convertible loan notes, and most recently from upfront, royalty and milestone payments from Oxford University Innovation ( “ OUI ” ) in connection with the OUI License Agreement Amendment for Vaxzevria.

Through March 31, 2026, we have received gross proceeds of approximately $330.1 million from the issuance of our ordinary and preferred shares and convertible loan notes.

As of March 31, 2026, we had cash, cash equivalents and restricted cash of $67.2 million.

Through June 30, 2026, we have received gross proceeds of approximately $330.1 million from the issuance of our ordinary and preferred shares and convertible loan notes.

As of June 30, 2026, we had cash, cash equivalents and restricted cash of $59.6 million.

Key financing and corporate milestones include the following:

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The following table sets forth a summary of the primary sources and uses of cash (in thousands) for each period presented:

Three months ended March 31, 2026 Three months ended March 31, 2025

Six months ended June 30, 2026 Six months ended June 30, 2025

Net cash used in operating activities $ (11,457) $ (33,011)

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Net Cash Used in Operating Activities

During the three months ended March 31, 2026, net cash used in operating activities was $3.4 million, primarily resulting from our net loss of $5.5 million adjusted by depreciation and amortization of $0.9 million, unrealized foreign exchange loss of $1.7 million, share based compensation of $0.6 million and non-cash lease expenses of $0.2 million.

The changes in our operating assets and liabilities, net, of $2.2 million primarily related to a $3.2 million increase in accounts payable and accrued expenses, a $0.5 million decrease in prepaid expenses and other current assets and a $0.3 million decrease in operating lease liabilities,

During the three months ended March 31, 2025, net cash used in operating activities was $14.9 million, primarily resulting from our net loss of $19.7 million adjusted by depreciation and amortization of $2.0 million, unrealized foreign exchange loss of $1.6 million, non-cash lease expenses of $0.8 million, share based compensation of $0.5 million and changes in our operating assets and liabilities, net, of $0.1 million.

The changes in our operating assets and liabilities, net, of $0.1 million primarily related to a $3.7 million decrease in accounts payable and accrued expenses, a $0.3 million decrease in deferred revenue, and a $0.5 million decrease in operating lease liabilities, offset by a $4.2 million decrease in research and development incentive receivables, following receipt of the 2023 research and development tax credit claim.

During the six months ended June 30, 2026, net cash used in operating activities was $11.5 million, primarily resulting from our net loss of $16.1 million adjusted by depreciation and amortization of $1.7 million, unrealized foreign exchange gain of $1.3 million, share based compensation of $1.0 million and non-cash lease expenses of $0.4 million.

The changes in our operating assets and liabilities, net, of $2.8 million primarily related to a $2.9 million increase in accounts payable and accrued expenses, a $2.4 million decrease in prepaid expenses and other current assets, offset by a $1.3 million decrease in operating lease liabilities and $1.1 million decrease in deferred income.

During the six months ended June 30, 2025, net cash used in operating activities was $33.0 million, primarily resulting from our net loss of $40.8 million adjusted by unrealized foreign exchange loss of $4.9 million, depreciation and amortization of $4.0 million, non-cash lease expenses of $1.7 million, profit on sale of property and equipment of $0.3 million, and changes in our operating assets and liabilities, net, of $2.3 million.

The changes in our operating assets and liabilities, net, of $2.3 million primarily related to a $3.6 million decrease in accounts payable and accrued expenses, a $0.5 million increase in prepaid expenses and other current assets and a $1.0 million decrease in operating lease liabilities, offset by a $3.1 million decrease in research and development incentive receivables, following receipt of the 2023 research and development tax credit claim.

Net Cash Provided By/(Used) in Investing Activities

During the three months ended March 31, 2026 and 2025, net cash provided by/(used) in investing activities was $0.06 and $(0.005) million, respectively.

For the three months ended March 31, 2026, these amounts primarily related to proceeds received upon the sale of U.S.

During the six months ended June 30, 2026 and 2025, net cash provided by/(used) in investing activities was $0.12 million and $0.04 million, respectively.

For the six months ended June 30, 2026, these amounts primarily related to proceeds received upon the sale of U.S.

laboratory equipment.

For the three months ended March 31, 2025, these amounts resulted primarily from capital expenditures related to laboratory equipment and leasehold improvements in our U.K.

For the six months ended June 30, 2025, these amounts resulted primarily from capital expenditures related to laboratory equipment and leasehold improvements in our U.K.

Net Cash Provided by Financing Activities

During the three months ended March 31, 2026 and 2025, net cash provided by financing activities was nil and $0.002 million, respectively.

For the three months ended March 31, 2025, these amounts related to net proceeds received from the issuance of ordinary shares through stock exercises.

During the six months ended June 30, 2026 and 2025, net cash provided by financing activities was nil and $0.002 million, respectively.

For the six months ended June 30, 2025, these amounts related to net proceeds received from the issuance of ordinary shares through stock exercises.

Effect of Exchange Rates on Cash, Cash Equivalents and Restricted Cash

During the three months ended March 31, 2026 and 2025, the effect of foreign exchange on cash, cash equivalents and restricted cash was a loss of $1.4 million and gain of $3.1 million, respectively, primarily as a result of fluctuations between the pound sterling and United States dollar exchange rates .

During the six months ended June 30, 2026 and 2025, the effect of foreign exchange on cash, cash equivalents and restricted cash was a loss of $0.9 million and gain of $8.4 million, respectively, primarily as a result of fluctuations between the pound sterling and United States dollar exchange rates .

Future Funding Requirements

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As a result, we have incurred losses in each year since our inception in 2016, except for 2022 when we were profitable.

We have negative operating cash flows for the period ended March 31, 2026 and as of March 31, 2026, we had an accumulated deficit of $309.6 million.

We have negative operating cash flows for the period ended June 30, 2026 and as of June 30, 2026, we had an accumulated deficit of $320.2 million.

We expect to continue to incur significant losses and negative cash flows from operations for the foreseeable future.

53 unchanged sentences

We have contingent payment obligations that we may incur upon achievement of clinical, regulatory and commercial milestones, as applicable, or royalty payments that we may be required to make under our licenses;

however, the amount, timing and likelihood of such payments are not known as of March 31, 2026.

however, the amount, timing and likelihood of such payments are not known as of June 30, 2026.

Emerging Growth Company Status

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Compared sentence by sentence after normalising whitespace, quotation marks, case and digits, so re-formatting and restated figures do not read as changed language. Wording changes appear as one removal and one addition. The current filing and the prior one are authoritative.

What changed 10-Q

Item 1. Financial Statements