Barinthus Biotherapeutics plc. 10-Q

Item 1A. Risk Factors. 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. 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. 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). 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). 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). 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. There are many factors that may adversely affect the ADSs’ minimum bid price. Many of these factors are outside of our control. As a result, we may not be able to sustain compliance with the minimum bid price rule in the long term. 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. 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 This Quarterly Report contains express or implied forward-looking statements that involve substantial risks and uncertainties. In some cases, you can identify forward-looking statements by the words “may,” “might,” “will,” “could,” “would,” “should,” “expect,” “intend,” “plan,” “objective,” “anticipate,” “believe,” “estimate,” “predict,” “potential,” “continue,” “ongoing,” or the negative of these terms, or other comparable terminology intended to identify statements about the future. These statements involve known and unknown risks, uncertainties and other important factors that may cause our actual results, levels of activity, performance or achievements to be materially different from the information expressed or implied by these forward-looking statements. The forward-looking statements and opinions contained in this Quarterly Report are based upon information available to our management as of the date of this Quarterly Report and, while we believe such information forms a reasonable basis for such statements, such information may be limited or incomplete, and our statements should not be read to indicate that we have conducted an exhaustive inquiry into, or review of, all potentially available relevant information. Forward-looking statements contained in this Quarterly Report include, but are not limited to, statements about: • the proposed combinations with Clywedog and expectations regarding the timing and benefits of, and our ability to consummate, the proposed combinations; • the success, cost and timing of our product development activities and clinical trials; 32 Table of Contents • the timing, scope or likelihood of regulatory filings and approvals, including timing of IND, New Drug Application, and Biologics License Application filings for our current and future product candidates, and final FDA, European Medicines Agency, United Kingdom Medicines and Healthcare products Regulatory Agency, or other foreign regulatory authority approvals relating to our current and future product candidates; • our future expectations, plans and prospects, including the estimates of costs that we expect to incur in connection with any future restructuring and the timing thereof; • our ability to develop and advance our current and future product candidates and programs into, and successfully complete, clinical trials; • 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; • the rate and degree of market acceptance and clinical utility of our current and future product candidates; • any expectations surrounding the payments we could potentially receive pursuant to our collaborations and license agreements; • the ability and willingness of our third-party collaborators to continue research and development activities relating to our product candidates; • our ability to obtain, maintain, defend and enforce our intellectual property protection for our product candidates, and the scope of such protection; • our manufacturing, commercialization and marketing capabilities and strategy; • future agreements with third parties in connection with the commercialization of our product candidates, if approved, and any other approved products; • regulatory developments in the United States and foreign countries; • competitive companies, technologies and our industry and the success of competing therapies that are or may become available; • our ability to attract and retain key scientific or management personnel; • our ability to obtain funding for our operations, including funding necessary to complete further development and commercialization of our product candidates; • the accuracy of our estimates of our annual total addressable markets, future revenue, expenses, capital requirements and needs for additional financing; • our expectations about market trends; • our ability to anticipate and overcome challenges posed to the conduct of our business in the event of a global pandemic or similar event; • the impact of global economic and political developments on our business, including inflationary pressures, volatile interest rates, variable tariff policies or intensified disruptions in the global financial markets, the change in the U.S. presidential administration, the conflict in Ukraine, the conflict in Iran, the conflict in Israel and Gaza, disruptions in the banking industry, economic sanctions and economic slowdowns or recessions that may result from such developments; and • our expectations regarding the period during which we qualify as an emerging growth company under the JOBS Act. If our forward-looking statements prove to be inaccurate, the inaccuracy may be material. In light of the significant uncertainties in these forward-looking statements, you should not regard these statements as a representation or warranty by us or any other person that we will achieve our objectives and plans in any specified time frame, or at all. We undertake no obligation to publicly update any forward-looking statements, whether as a result of new information, future events or otherwise, except as required by law. You should read this Quarterly Report and the documents that we reference in this Quarterly Report with the understanding that our actual future results may be materially different from what we expect. We qualify all of our forward-looking statements in this Quarterly Report by these cautionary statements. This Quarterly Report contains summaries of certain provisions contained in some of the documents described herein, but reference is made to the actual documents for complete information. All of the summaries are qualified in their entirety by the actual documents. Unless the context otherwise requires, reference in this Quarterly Report to the terms “Barinthus 33 Table of Contents Bio,” “the Company,” “we,” “us,” “our,” and similar designations refer to Barinthus Biotherapeutics plc and, where appropriate, our wholly-owned subsidiaries.