Risk Factors.
−Removed: There have been no material changes from the risk factors previously disclosed in our most recent Annual Report on Form 10-K as filed with the SEC on March 13, 2026.
+Added: Other than the risks included below that have been amended and restated, there have been no material changes from the risk factors disclosed in our most recent Annual Report on Form 10-K as filed with the SEC on March 13, 2026.
+Added: If we fail to regain compliance with the continued listing requirements of Nasdaq, our ADSs may be delisted and the price of our ADSs and our ability to access the capital markets could be negatively impacted.
+Added: As previously reported, on December 30, 2025, we 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).
+Added: In accordance with Nasdaq Listing Rule 5810(c)(3)(A), we were 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).
+Added: On June 30, 2026, we received a notice (the “Extension Notice”) from 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).
+Added: 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.
+Added: The Extension Notice has no other immediate effect on the listing of the ADSs.
+Added: There are many factors that may adversely affect the ADSs’ minimum bid price.
+Added: Many of these factors are outside of our control.
+Added: As a result, we may not be able to sustain compliance with the minimum bid price rule in the long term.
+Added: Any potential delisting of the ADSs from Nasdaq would likely result in decreased liquidity and increased volatility for the ADSs and would adversely affect our ability to raise additional capital or to enter into strategic transactions.
+Added: Any potential delisting of the ADSs from Nasdaq would also make it more difficult for holders of the ADSs to sell the ADSs in the public market.
SPECIAL NOTE REGARDING FORWARD-LOOKING STATEMENTS
9 unchanged sentences
• our ability to develop and advance our current and future product candidates and programs into, and successfully complete, clinical trials;
+Added: • our ability to regain and maintain compliance with the continued listing requirements of Nasdaq;
• our ability to establish future or maintain current collaborations or strategic relationships;
22 unchanged sentences
All of the summaries are qualified in their entirety by the actual documents.
−Removed: Unless the context otherwise requires, reference in this Quarterly Report to the terms “Barinthus Bio,” “the Company,” “we,” “us,” “our,” and similar designations refer to Barinthus Biotherapeutics plc and, where appropriate, our wholly-owned subsidiaries.
+Added: Unless the context otherwise requires, reference in this Quarterly Report to the terms “Barinthus
+Added: Bio,” “the Company,” “we,” “us,” “our,” and similar designations refer to Barinthus Biotherapeutics plc and, where appropriate, our wholly-owned subsidiaries.
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.