What changed in this filing

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Item 9A. Controls and Procedures

2025-03-20 compared with 2024-03-20 · 300 added, 280 removed, 755 unchanged (43% of the section changed)

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Management recognizes that any controls and procedures, no matter how well designed and operated, can provide only reasonable assurance of achieving their objectives and management necessarily applies its judgment in evaluating the cost-benefit relationship of possible controls and procedures.

Based on our evaluation, our management, with the participation of our principal executive officer and principal financial officer, has concluded that, as of such date, that the previously reported material weaknesses have been remediated and our disclosure controls and procedures were effective at the reasonable assurance level.

Based on our evaluation, our management, with the participation of our principal executive officer and principal financial officer, has concluded that, as of such date, our disclosure controls and procedures were effective.

Management’s Annual Report on Internal Control Over Financial Reporting

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Based on our assessment, management concluded that our internal control over financial reporting was effective as of December 31, 2024, based on criteria in Internal Control-Integrated Framework (2013) issued by the COSO.

Remediation of Previously Reported Material Weaknesses

As previously reported in our Form 10-K for the fiscal year ended December 31, 2022, and in our subsequent Form 10-Q reports for the periods ending March 31, June 30 and September 30, 2023, management identified material weaknesses in our internal control over financial reporting related to the following:

(i) our IT general control environment had not been

sufficiently designed to include appropriate user access rights, nor were controls over program development, program changes and computer operations designed, implemented and operating effectively, and (ii) policies and procedures with respect to the review, supervision and monitoring of our accounting and reporting functions were either not designed and in place or not operating effectively.

During fiscal years 2022 and 2023, we undertook efforts to remediate the previously disclosed material weaknesses.

Our internal control remediation efforts focused on the areas detailed below.

(i) IT general controls environment

We took measures to address the IT environment and have implemented a new enterprise resource planning ("ERP") system, and completed the controls design and operation over program development, program changes, computer operations and access rights.

For the new ERP system and all other IT systems where material risks to financial reporting were identified, we implemented and tested the operating effectiveness of:

(i) program change management controls to ensure that IT program and data changes affecting financial applications and underlying accounting records are identified, tested, authorized, and implemented appropriately;

(ii) user access controls to ensure appropriate segregation of duties exist, to adequately restrict user and privileged access to certain financial applications, programs and data to appropriate company personnel;

(iii) computer operations controls to ensure that critical batch jobs are monitored and data backups are authorized and monitored;

(iv) testing and approval controls for program development to ensure that changes are aligned with business and IT requirements;

and (v) identification and testing of system-generated information and calculations used in the execution of manual controls.

In addition, we further developed and executed a testing protocol that allows us to validate the operating effectiveness of certain IT general controls to gain assurance that such controls are operating as designed.

(ii) policies and procedures with respect to the review, supervision and monitoring of our accounting and reporting functions

We took measures to address this material weakness, which included hiring appropriate personnel whose roles are to enhance policies and procedures with respect to the review, supervision, formalization and monitoring of our accounting and reporting functions.

Additionally, we enhanced our business process controls through the following activities:

• evaluated and refined the design, implementation, and documentation of the internal controls to ensure controls address the relevant risks, are properly designed, and provide appropriate evidence of performance;

• enhanced the design of controls that address the completeness and accuracy of reports being utilized in the execution of internal controls;

• evaluated the assignment of responsibilities associated with the performance of control activities and hired additional resources, obtained third party assistance, and provided additional training to existing resources;

• further developed and executed a testing protocol that allows us to validate the operating effectiveness of certain key controls over financial reporting and gain assurance that such controls are operating as designed.

Management has concluded that the actions taken to strengthen our internal control over financial reporting, as well as the results of our testing over the design and operating effectiveness of these controls, remediated the previously identified material weaknesses as of December 31, 2023.

Attestation Report of the Registered Public Accounting Firm

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Changes in Internal Control over Financial Reporting

Other than the remediation activities related to the previously reported material weaknesses noted above, no other changes in our internal control over financial reporting (as defined in Rules 13a-15(f) and 15d-15(f) under the Exchange Act) occurred during the year ended December 31, 2023 that has materially affected, or is reasonably likely to materially affect, our internal control over financial reporting.

There were no changes in our internal control over financial reporting (as defined in Rules 13a‑15(f) and 15d‑15(f) under the Exchange Act) during the quarter ended December 31, 2024 that have materially affected, or is reasonably likely to materially affect, our internal control over financial reporting.

Other Information

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Securities and Exchange Commission within 120 days of the end of our fiscal year.

We have adopted a Code of Conduct that applies to all officers, directors and employees in connection with their work for us.

The Company has adopted a Code of Conduct that applies to all officers, directors and employees in connection with their work for us.

The full text of our Code of Conduct is posted on the investor relations page of our website at investors.barinthusbio.com/corporate-governance.

We intend to satisfy any disclosure requirements under Item 5.05 of Form 8-K regarding an amendment to, or waiver from, a provision of this Code of Conduct by posting such information on our website, at the Internet address and location specified above.

The Company intends to satisfy any disclosure requirements under Item 5.05 of Form 8-K regarding an amendment to, or waiver from, a provision of this Code of Conduct by posting such information on our website, at the Internet address and location specified above.

Executive Compensation

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Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters

The information required under this item is incorporated herein by reference and will be included in our definitive proxy statement for our 2024 Annual General Meeting to be filed with the U.S.

Securities and Exchange Commission within 120 days of the end of our fiscal year.

The information required under this item is incorporated herein by reference and will be included in our definitive proxy statement for our 2025 Annual General Meeting to be filed with the United States Securities and Exchange Commission within 120 days of the end of our fiscal year.

Certain Relationships and Related Transactions, and Director Independence

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Principal Accounting Fees and Services

The information required under this item is incorporated herein by reference and will be included in our definitive proxy statement for our 2024 Annual General Meeting to be filed with the United States.

Securities and Exchange Commission within 120 days of the end of our fiscal year.

Exhibits, Financial Statement Schedules

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333-255158) filed on April 27, 2021).

10.6† Master Collaboration Agreement by and between the Registrant and CanSino Biologics, Inc., dated as of September 4, 2018 (Incorporated by reference to Exhibit 10.5 to our Registration Statement on Form S-1/A (File No.

333-255158) filed on April 27, 2021).

Clinical Trial and Option Agreement by and among Vaccitech Oncology Limited, Cancer Research Technology Limited, and Cancer Research UK, dated as of December 16, 2019 (Incorporated by reference to Exhibit 10.8 to our Registration Statement on Form S-1/A (File No.

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001-40367) filed on November 10, 2022).

10.15 Employment Agreement by and between Vaccitech Switzerland GmbH and Nadège Pelletier, effective February 1, 2023 (Incorporated by reference to Exhibit 10 .1 to our Q uarte rl y Report on From 10-Q (File No.

Employment Agreement by and between Vaccitech Switzerland GmbH and Nadège Pelletier, effective February 1, 2023 (Incorporated by reference to Exhibit 10.1 to our Quarterly Report on From 10-Q (File No.

001-40367) filed on May 12, 2023).

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001-40367) filed on November 10, 2022).

10.17 Lease Agreement dated September 3, 2021 by and among The Harwell Science and Innovation Campus General Partner Limited, The Harwell Science and Innovation Campus Nominee Limited, The Harwell Science and Innovation Campus Limited Partnership and Barinthus Biother ap eutics (UK) Limited (Incorporated by reference to Exhibit 10.1 to our Quarterly Report on Form 10-Q (File No.

10.14 Lease Agreement dated September 3, 2021 by and among The Harwell Science and Innovation Campus General Partner Limited, The Harwell Science and Innovation Campus Nominee Limited, The Harwell Science and Innovation Campus Limited Partnership and Barinthus Biotherapeutics (UK) Limited (Incorporated by reference to Exhibit 10.1 to our Quarterly Report on Form 10-Q (File No.

001-40367) filed on November 12, 2021).

Funding Agreement by and between the Registrant, Coalition for Epidemic Preparedness Innovations and the University of Oxford , dated as of December 20, 2023 .

S ervice Agreement with Leon Hooftman, effective February 21 , 2024 (Incorporated by reference to Exhibit 10.1 to our Quarterly Report on Form 10-Q (File No.

001-40367) filed on November 6, 2024) .

S ervice Agreement with Geoffr ey Lynn, effective December 1, 2024 .

Termination Agreement with Nadege Pelletier, effective January 27, 2025.

Amended and Restated Insider Trading Policy, effective June 21, 2023.

21.1* Subsidiaries of the Registrant.

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Section 1350, as Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.

97.0 Compensation Recovery Policy (Incorporated by reference to Exhibit 10.1 to our Quarterly Report on Form 10-Q (File No.

001-40367) filed on November 9, 2023).

Amended and Restated Compensation Recovery Policy.

101.INS* XBRL Instance Document

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The Registrant will furnish copies of any of the exhibits and schedules to the Securities and Exchange Commission upon request.

+ The certifications furnished in Exhibits 32.1 and 32.2 hereto are deemed to be furnished with this Annual Report and will not be deemed to be “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended, except to the extent that the Registrant specifically incorporates it by reference.

+ The certification furnished in Exhibit 32.1 hereto is deemed to be furnished with this Annual Report and will not be deemed to be “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended, except to the extent that the Registrant specifically incorporates it by reference.

Form 10-K Summary

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Consolidated Statements of Operations and Comprehensive Loss

Consolidated Statements of S tock holders’ Equity

Consolidated Statements of Stockholders’ Equity

Consolidated Statements of Cash Flows

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Report of Independent Registered Public Accounting Firm

T o the Board of Directors and Shareholders of Barinthus Biotherapeutics plc

To the Board of Directors and Shareholders of Barinthus Biotherapeutics plc

Opinion on the Financial Statements

We have audited the accompanying consolidated balance sheets of Barinthus Biotherapeutics plc and its subsidiaries (the “Company”) as of December 31, 2023 and 2022, and the related consolidated statements of operations and comprehensive loss, consolidated statements of stockholders' equity, and consolidated statements of cash flows for the years then ended, including the related notes (collectively referred to as the “consolidated financial statements”).

We have audited the accompanying consolidated balance sheets of Barinthus Biotherapeutics plc and its subsidiaries (the “Company”) as of December 31, 2024 and 2023, and the related consolidated statements of operations and comprehensive loss, of stockholders’ equity and of cash flows for the years then ended, including the related notes (collectively referred to as the “consolidated financial statements”).

In our opinion, the consolidated financial statements present fairly, in all material respects, the financial position of the Company as of December 31, 2024 and 2023, and the results of its operations and its cash flows for the years then ended in conformity with accounting principles generally accepted in the United States of America.

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We conducted our audits of these consolidated financial statements in accordance with the standards of the PCAOB.

Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the consolidated financial statements are free of material misstatement, whether due to error or fraud.

Those standards require that we plan and perform the audits to obtain reasonable assurance about whether the consolidated financial statements are free of material misstatement, whether due to error or fraud.

The Company is not required to have, nor were we engaged to perform, an audit of its internal control over financial reporting.

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Cash and cash equivalents $ 110,662 $ 142,090

Accounts receivable — 323

Accounts receivable – related parties — 5,524

Restricted cash 1,738 —

Research and development incentives receivable 7,139 4,908

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Accrued expenses and other current liabilities 9,525 9,212

Deferred income 1,738 —

Operating lease liability - current 1,920 1,785

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authorized, issued and outstanding:

Deferred B shares, £ 0.01 nominal value;

0 shares authorized, issued and outstanding (December 31, 2022:

authorized, issued and outstanding:

Deferred C shares, £ 0.000007 nominal value, 0 shares authorized, issued and outstanding (December 31, 2022:

authorized, issued and outstanding:

Additional paid-in capital 393,474 386,602

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___________________________

1 Indicates amount less than one thousand

The accompanying notes are an integral part of these consolidated financial statements.

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$ 14,969 $ 802

Research grants and contracts — 9

Total revenue 14,969 802

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General and administrative 29,670 39,842

Goodwill impairment 12,209 —

Total operating expenses 84,115 84,716

Other operating income 1,176 —

Loss from operations ( 67,970 ) ( 83,914 )

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Research and development incentives 3,983 3,461

Other income, net 1,082 567

Other income 135 1,082

Total other income, net 6,743 7,392

(Loss)/profit before income tax ( 76,522 ) 850

Loss before income tax ( 61,227 ) ( 76,522 )

Tax benefit 44 3,075

Net (loss)/income ( 73,447 ) 5,321

Net loss ( 61,183 ) ( 73,447 )

Net loss attributable to noncontrolling interest 109 100

Net (loss)/income attributable to Barinthus Biotherapeutics plc shareholders ( 73,347 ) 5,342

Net loss attributable to Barinthus Biotherapeutics plc shareholders ( 61,074 ) ( 73,347 )

Weighted-average ordinary shares outstanding, basic 39,348,240 38,386,491

Weighted-average ordinary shares outstanding, diluted 39,348,240 38,386,491

Net (loss)/income per share attributable to ordinary shareholders, basic $ ( 1.91 ) $ 0.14

Net (loss)/income per share attributable to ordinary shareholders, diluted $ ( 1.91 ) $ 0.14

Net (loss)/income $ ( 73,447 ) $ 5,321

Other comprehensive gain/(loss) – foreign currency translation adjustments 10,151 ( 25,083 )

Net loss per share attributable to ordinary shareholders, basic $ ( 1.55 ) $ ( 1.91 )

Net loss per share attributable to ordinary shareholders, diluted $ ( 1.55 ) $ ( 1.91 )

Net loss $ ( 61,183 ) $ ( 73,447 )

Other comprehensive (loss)/gain – foreign currency translation adjustments ( 2,549 ) 10,151

Comprehensive loss ( 63,732 ) ( 63,296 )

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___________________________

1 Includes license revenue from related parties for the year ended December 31, 2023 totaling $ 0.8 million (December 31, 2022:

$ 43.7 million).

License revenue is generated in the United Kingdom.

1 All license revenue is from related parties and is generated in the United Kingdom for the years ended December 31, 2024 and 2023.

The accompanying notes are an integral part of these consolidated financial statements.

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Year ended December 31, 2024

Ordinary Shares Deferred A Shares Deferred B Shares Deferred C Shares Additional Paid-in-Capital Accumulated Deficit Accumulated Other Comprehensive Loss Total stockholders’ equity attributable to Barinthus Biotherapeutics plc stockholders Non-Controlling Interest Total Stockholders' Equity

Shares Amount Shares Amount Shares Amount Shares Amount

Ordinary Shares Deferred A Shares Additional Paid-in-Capital Accumulated Deficit Accumulated Other Comprehensive Loss Total stockholders’ equity attributable to Barinthus Biotherapeutics plc stockholders Noncontrolling Interest Total Stockholders' Equity

Shares Amount Shares Amount

Balance, January 1, 2024 38,643,540 $ 1 63,443 $ 86 $ 386,602 $ ( 176,590 ) $ ( 23,315 ) $ 186,784 $ 211 $ 186,995

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Foreign currency translation adjustments — — — — — — ( 2,553 ) ( 2,553 ) 4 ( 2,549 )

Cancellation of deferred shares — — — — ( 570,987 ) ( 8 ) ( 27,828,231 ) — 8 — — — — —

Net loss — — — — — ( 61,074 ) — ( 61,074 ) ( 109 ) ( 61,183 )

Balance, December 31, 2024 40,234,663 $ 1 63,443 $ 86 $ 393,474 $ ( 237,664 ) $ ( 25,868 ) $ 130,029 $ 106 $ 130,135

___________________________

1 Indicates amount less than one thousand

The accompanying notes are an integral part of these consolidated financial statements.

BARINTHUS BIOTHERAPEUTICS PLC

CONSOLIDATED STATEMENTS OF STOCKHOLDERS’ EQUITY

(IN THOUSANDS, EXCEPT NUMBER OF SHARES)

Year ended December 31, 2023

Ordinary Shares Deferred A Shares Deferred B Shares Deferred C Shares

Shares Amount Shares Amount Shares Amount Shares Amount Additional Paid-in-Capital Accumulated Deficit Accumulated Other Comprehensive Loss Total stockholders’ equity attributable to Barinthus Biotherapeutics plc stockholders Non-Controlling Interest Total Stockholders' Equity

Balance, January 1, 2023 37,683,531 $ 1 63,443 $ 86 570,987 $ 8 27,828,231 0 1 $ 379,504 $ ( 103,243 ) $ ( 33,460 ) $ 242,896 $ 305 $ 243,201

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Foreign currency translation adjustments — — — — — — — — — — 10,145 10,145 6 10,151

Measurement period and contingent consideration adjustments — — — — — — — — 40 — — 40 — 40

Cancellation of deferred shares — — — — ( 570,987 ) ( 8 ) ( 27,828,231 ) ( 0 ) 1 8 — — — — —

Net loss — — — — — — — — — ( 73,347 ) — ( 73,347 ) ( 100 ) ( 73,447 )

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CASH FLOWS FROM OPERATING ACTIVITIES:

Net (loss)/income $ ( 73,447 ) $ 5,321

Net loss $ ( 61,183 ) $ ( 73,447 )

Adjustments to reconcile net (loss)/income to net cash used in operating activities:

Share based compensation 4,709 5,055

Impairment of long-lived assets 5,260 —

Impairment of goodwill 12,209 —

Depreciation and amortization 5,800 5,429

Non-cash lease expenses 1,443 1,328

Unrealized foreign exchange loss/(gain) 7,531 ( 24,905 )

Unrealized foreign exchange (gain)/loss ( 649 ) 7,531

Change in contingent consideration 866 55

Non-cash interest expense 48 28

Deferred tax expense ( 3,075 ) ( 4,337 )

Profit on sale of property and equipment — ( 348 )

Deferred tax benefit ( 44 ) ( 3,075 )

Changes in operating assets and liabilities:

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Accrued expenses and other current liabilities 456 1,993

Deferred revenue — ( 183 )

Deferred income 1,738 —

Operating lease liabilities ( 1,789 ) ( 445 )

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CASH FLOWS FROM INVESTING ACTIVITIES:

Proceeds from sale of property and equipment — 388

Purchases of property and equipment ( 892 ) ( 5,413 )

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Payment of contingent consideration — ( 163 )

Repayment of debt — ( 159 )

Net cash provided by financing activities $ 2,163 $ 1,872

Effect of exchange rates on cash and cash equivalents 2,171 187

Net decrease in cash and cash equivalents ( 52,295 ) ( 19,669 )

Cash and cash equivalents, beginning of the year 194,385 214,054

Cash and cash equivalents, end of the year $ 142,090 $ 194,385

Effect of exchange rates on cash, cash equivalents and restricted cash ( 2,021 ) 2,171

Net decrease in cash, cash equivalents and restricted cash ( 29,690 ) ( 52,295 )

Cash, cash equivalents and restricted cash, beginning of the period 142,090 194,385

Cash, cash equivalents and restricted cash, end of the period $ 112,400 $ 142,090

Supplemental cash flow disclosures:

Cash paid for interest $ — $ 0 1

Cash paid for income taxes $ — $ 0 1

Non-cash investing and financing activities:

Purchases of property and equipment included in accounts payable and accrued liabilities $ — $ 87

ROU assets obtained in exchange for operating lease liabilities $ — $ 2,400

Asset retirement obligation $ — $ 287

Changes to right-of-use asset resulting from lease reassessment event $ — $ 88

Measurement period adjustments $ — $ ( 38 )

Contingent Consideration settled in equity $ — $ 78

___________________________

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Nature of business

Barinthus Biotherapeutics plc (formerly Vaccitech plc) is a public limited company incorporated pursuant to the laws of England and Wales in March 2021.

Barinthus Biotherapeutics plc and its direct and indirect subsidiaries, Barinthus Biotherapeutics (UK) Limited (formerly Vaccitech (UK) Limited), Barinthus Biotherapeutics Australia Pty Limited (formerly Vaccitech Australia Pty Limited), Vaccitech Oncology Limited (“VOLT”), Barinthus Biotherapeutics North America, Inc.

(formerly Vaccitech North America, Inc.), Barinthus Biotherapeutics Switzerland GmbH (formerly Vaccitech Switzerland GmbH) and Barinthus Biotherapeutics S.R.L.

(formerly Vaccitech Italia S.R.L.), are collectively referred to as the “Company” or “Barinthus Bio”.

The Company is a clinical-stage biopharmaceutical company developing novel T cell immunotherapeutic candidates designed to guide the immune system to overcome chronic infectious diseases, autoimmunity and cancer.

Barinthus Biotherapeutics plc is a public limited company incorporated pursuant to the laws of England and Wales in March 2021.

Barinthus Biotherapeutics plc and its direct and indirect subsidiaries, Barinthus Biotherapeutics (U.K.) Limited, Barinthus Biotherapeutics Pty Limited, Vaccitech Oncology Limited (“VOLT”), Barinthus Biotherapeutics North America, Inc., Barinthus Biotherapeutics Switzerland GmbH and Barinthus Biotherapeutics S.R.L.

(Barinthus Biotherapeutics S.R.L.

was liquidated as at January 16, 2025) are collectively referred to as the “Company” or “Barinthus Bio”.

The Company is a clinical-stage biopharmaceutical company focused on developing novel immunotherapeutic drug candidates for treating auto-immune and inflammatory diseases within the immunology and inflammation ("I&I") space.

The Company is also evaluating two product candidates to treat infectious diseases and cancer that harness our proprietary viral vector platform technologies, consisting of ChAdOx and MVA, which are designed to increase disease-specific CD8+ T cells.

The Company is headquartered in Harwell, Oxfordshire, United Kingdom.

On November 6, 2023, the Company announced its renaming as Barinthus Bio to represent the evolution and expansion of its focus beyond vaccines.

In connection with the initial public offering of American Depositary Shares (“ADSs”), in March 2021, the Company completed a corporate reorganization wherein the shareholders of Barinthus Biotherapeutics (UK) Limited exchanged each of their ordinary shares, series A shares and series B shares of Barinthus Biotherapeutics (UK) Limited for the same quantity of ordinary shares, series A shares and series B shares in Barinthus Biotherapeutics plc (resulting in the shareholders of the Company holding the same percentage and class of shares in Barinthus Biotherapeutics plc as they had in Barinthus Biotherapeutics (UK) Limited).

The group reorganization under common control constituted a change in reporting entity and has been given retrospective effect reflecting the net assets of Barinthus Biotherapeutics (UK) Limited and its subsidiaries and Barinthus Biotherapeutics plc at their historical carrying amounts.

On April 4, 2022, a merger was effected between subsidiaries Vaccitech USA, Inc.

and Barinthus Biotherapeutics North America, Inc., with Barinthus Biotherapeutics North America, Inc.

being the surviving entity.

The Company operates in an environment of rapid technological change and substantial competition from pharmaceutical and biotechnology companies.

The Company is subject to risks common to companies in the biopharmaceutical industry in a similar stage of its life cycle including, but not limited to, the need to obtain adequate additional funding, possible failure of preclinical testing or clinical trials, the need to obtain marketing approval for its vaccine product candidates, competitors developing new technological innovations, the need to successfully commercialize and gain market acceptance of any of its products that are approved, and protection of proprietary technology.

The Company is subject to risks common to companies in the biopharmaceutical industry in a similar stage of its life cycle including, but not limited to, the need to obtain adequate additional funding, possible failure of preclinical testing or clinical trials, the need to obtain marketing approval for its product candidates, competitors developing new technological innovations, the need to successfully commercialize and gain market acceptance of any of its products that are approved, and protection of proprietary technology.

There can be no assurance that the Company’s research and development will be successfully completed, that adequate protection for the Company’s intellectual property will be obtained, that any products developed will obtain required regulatory approval or that any approved products will be commercially viable.

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The Company’s reporting currency is the U.S.

As of December 31, 2023, the Company had cash and cash equivalents of $ 142.1 million and an accumulated deficit of $ 176.6 million and the Company expects to incur losses for the foreseeable future.

The Company expects that its cash and cash equivalents will be sufficient to fund current operations into the fourth quarter of 2025, without additional financing.

As of December 31, 2024, the Company had cash, cash equivalents and restricted cash of $ 112.4 million and an accumulated deficit of $ 237.7 million and the Company expects to incur losses for the foreseeable future.

The Company expects that its cash, cash equivalents and restricted cash will be sufficient to fund current operations for at least the next twelve months from the issuance of the consolidated financial statements.

The Company expects to seek additional funding through equity financing, government or private-party grants, debt financings or other capital sources, including collaborations with other companies or other strategic transactions.

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Although management continues to pursue these plans, there is no assurance that the Company will be successful in obtaining sufficient funding on terms acceptable to the Company to fund continuing operations, if at all.

BARINTHUS BIOTHERAPEUTICS PLC

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

The consolidated financial statements have been prepared assuming the Company will continue as a going concern, which contemplates, among other things, the realization of assets and the satisfaction of liabilities and commitments in the ordinary course of business.

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The Company does not expect significant claims related to these indemnification obligations and, consequently, concluded that the fair value of these obligations is negligible, and no related reserves were established.

BARINTHUS BIOTHERAPEUTICS PLC

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

Summary of Significant Accounting Policies

Principles of consolidation

The accompanying consolidated financial statements include the accounts of Barinthus Biotherapeutics plc and those entities in which it has a controlling interest.

Intercompany amounts are eliminated on consolidation.

Amounts attributable to the noncontrolling interest are presented as a separate element of equity in the accompanying consolidated financial statements.

Use of estimates

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The Company bases estimates and assumptions on historical experience when available and on various factors that it believes to be reasonable under the circumstances.

The Company evaluates its estimates and assumptions on an ongoing basis, including those related to fair value of contingent consideration and impairment of goodwill and intangible assets.

The Company evaluates its estimates and assumptions on an ongoing basis, including those related to fair value of contingent consideration and fair value models used in the impairment assessments of goodwill, intangible assets, operating lease right-of-use asset and property and equipment.

The Company’s actual results may differ from these estimates under different assumptions or conditions.

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Actual results could differ from those estimates and any such differences may be material to the Company’s financial statements.

Summary of Significant Accounting Policies

Principles of consolidation

The accompanying consolidated financial statements include the accounts of Barinthus Biotherapeutics plc and those entities in which it has a controlling interest.

Intercompany amounts are eliminated on consolidation.

Amounts attributable to the noncontrolling interest are presented as a separate element of equity in the accompanying consolidated financial statements.

Comprehensive loss

Comprehensive loss for all periods presented is comprised primarily of net (loss)/income and other comprehensive loss, which solely relates to foreign currency translation adjustments.

Comprehensive loss for all periods presented is comprised primarily of net loss and other comprehensive loss, which solely relates to foreign currency translation adjustments.

Foreign currency translation

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Translation adjustments are reflected as accumulated other comprehensive loss within stockholders’ equity.

Gains and losses on foreign currency transactions are included in the consolidated statements of operations and comprehensive loss in the general and administrative expenses.

The aggregate net foreign exchange gain or loss included in determining net loss was a loss of $ 7.6 million and gain of $ 26.4 million for the years ended December 31, 2023 and 2022, respectively.

BARINTHUS BIOTHERAPEUTICS PLC

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

Segment information

Operating segments are identified as components of an enterprise about which separate discrete financial information is available for evaluation by the chief operating decision maker, the Company’s Chief Executive Officer, in making decisions regarding resource allocation and assessing performance.

The Company views its operations and manages its business in one operating segment, the research and development of immunotherapies and vaccines.

Gains and losses on foreign currency transactions are included in the consolidated statements of operations and comprehensive loss in general and administrative expenses.

The aggregate net foreign exchange gain or loss included in determining net loss was a gain of $ 2.4 million and loss of $ 7.6 million for the years ended December 31, 2024 and 2023, respectively.

Noncontrolling interest

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The related party had contributed cash and intellectual property with an aggregate value of $ 3.8 million for a 24 % noncontrolling interest.

There were no further contributions in the years ended December 31, 2023 and 2022.

There were no further contributions in subsequent financial years.

The contributed intellectual properties were initially recorded at investment date fair value by VOLT and immediately expensed as research and development costs.

The Company accounts for the noncontrolling interest in the accompanying consolidated financial statements initially at fair value with the subsequent carrying value adjusted for the noncontrolling share of VOLT’s comprehensive loss.

Business Combinations

The Company accounts for business combinations using the acquisition method of accounting, which requires the recognition of tangible and identifiable intangible assets acquired and liabilities assumed at their estimated fair values as of the business combination date.

The Company allocates any excess purchase price over the estimated fair value assigned to the net tangible and identifiable intangible assets acquired and liabilities assumed to goodwill.

Contingent consideration is included within the acquisition cost and is recognized at its fair value on the acquisition date.

A liability resulting from contingent consideration is remeasured to fair value at each reporting date until the contingency is resolved and changes in fair value are recognized in general and administrative expenses in the consolidated statements of operations and comprehensive loss.

Transaction costs are expensed as incurred in general and administrative expenses.

Results of operations and cash flows of acquired companies are included in the Company’s operating results from the date of acquisition.

BARINTHUS BIOTHERAPEUTICS PLC

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

Cash and cash equivalents

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The terms of these agreements typically contain multiple promises or obligations, which may include licenses, or options to obtain licenses, to product candidates or future product candidates.

The Company also derives revenue from government grants.

Amounts received prior to revenue recognition are recorded as deferred revenue.

Amounts expected to be recognized as revenue within the 12 months following the balance sheet date are classified as current portion of deferred revenue in the accompanying consolidated balance sheets.

Amounts recognized as revenue, but not yet received or invoiced are generally recognized as accounts receivable.

Amounts recognized as revenue, but not yet received are generally recognized as accounts receivable or contract assets.

License revenue

The Company’s arrangements may provide the collaboration partner with the right to select a target for licensing either at the inception of the arrangement or in the future.

Under these arrangements, fees may be due to the Company (i) at the inception of the arrangement as an upfront fee or payment, (ii) upon the exercise of an option to acquire a license or (iii)

BARINTHUS BIOTHERAPEUTICS PLC

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

upon extending the selection period as an extension fee or payment.

If an arrangement is determined to contain customer options that allow the customer to acquire additional goods or services, the goods and services underlying the customer options are not considered to be performance obligations at the outset of the arrangement, as they are contingent upon option exercise.

The Company evaluates the customer options for material rights, or options to acquire additional goods or services for fee or at a discount.

Under these arrangements, fees may be due to the Company (i) at the inception of the arrangement as an upfront fee or payment, (ii) upon the exercise of an option to acquire a license or (iii) upon extending the selection period as an extension fee or payment.

If an arrangement is determined to contain customer options that allow the customer to acquire additional goods or services at their standalone selling prices, the goods and services underlying the customer options are not considered to be performance obligations at the outset of the arrangement, as they are contingent upon option exercise.

The Company evaluates the customer options for material rights, or options to acquire additional goods or services for free or at a discount.

If the customer options are determined to represent a material right, the material right is recognized as a separate performance obligation at the inception of the arrangement.

11 unchanged sentences

At the inception of each arrangement that includes development milestone payments in respect of development efforts, the Company evaluates whether the development milestones are considered probable of being achieved and estimates the amount to be included in the transaction price using the most likely amount method.

If it is probable that a significant revenue reversal would not occur, the associated development milestone value is included in the transaction price.

If it is probable that a significant revenue reversal would not occur, the associated development milestone value is

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included in the transaction price.

Development milestone payments that are not within the control of the Company or the licensee, such as regulatory approvals, are not considered probable of being achieved until those approvals are received.

5 unchanged sentences

To date, the Company has not recognized any development milestone revenue resulting from any of its arrangements.

The Company receives certain grant income which support its research efforts in defined projects and include contributions towards the research and development costs.

When there is reasonable assurance that the Company will comply with the conditions attached to a received grant, and when there is reasonable assurance that the grant will be received, grant income is recognized as other operating income on a gross basis in the consolidated statements of operations and comprehensive loss on a systematic basis over the periods in which the Company recognizes expenses for the related costs for which the grants are intended to compensate.

Grant income may be subject to review by the grantor in periods subsequent to its recognition and may result in the reversal of grant income previously recognized.

Other Operating Income

Other operating income includes grant income from the CEPI Funding Agreement pursuant to which CEPI will provide funding to us to advance the development of VTP-500, our vaccine candidate against MERS.

When there is reasonable assurance that we will comply with the conditions attached to a received grant, and when there is reasonable assurance that the grant will be received, grant income is recognized as other operating income on a gross basis in the consolidated statements of operations and comprehensive loss on a systematic basis over the periods in which we recognize expenses for the related costs for which the grants are intended to compensate.

Payments received in advance of incurring reimbursable expenses are recorded as deferred income.

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Any remaining unused amounts of the cash payments received will be disclosed as restricted cash in the consolidated balance sheets.

Concentrations of credit risk

2 unchanged sentences

Management believes that the Company is not exposed to significant credit risk as the Company’s deposits are held at financial institutions that management believes to be of high credit quality and the Company has not experienced any losses in these deposits.

The Company’s standard payment terms are 30 days’.

The Company recognizes revenue earned in connection with the license and services provided to customers and grantors.

The Company provides credit to the grantors in the normal course of providing such services based on evaluations of their financial condition and generally does not require collateral.

To manage accounts receivable credit risk, the Company monitors the creditworthiness of its grantors.

The Company’s standard payment terms are typically 30 days.

The Company recognizes revenue earned in connection with the license and services provided to customers.

The Company provides credit to licensees in the normal course of providing such services based on evaluations of their financial condition and generally does not require collateral.

To manage accounts receivable credit risk, the Company monitors the creditworthiness of its licensees.

Historically, the Company has not experienced any credit losses related to accounts receivable and does not maintain allowances for uncollectible amounts.

Licensees and grantors that represented 10% of more of the Company’s revenue and accounted for 10% or more of accounts receivable are presented below:

Licensees that represented 10% or more of the Company’s revenue are presented below:

Revenue Country Year ended

1 unchanged sentence

Oxford University Innovation U.K.

Accounts Receivable Country As of

Oxford University Innovation U.K.

Allowance for credit losses

4 unchanged sentences

With respect to cash equivalents and accounts receivable, given consideration of their short maturity, historical losses and the current market environment, the Company concluded there are no expected credit losses for these financial assets.

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Property and equipment

Property and equipment are stated at cost, net of accumulated depreciation.

Property and equipment are stated at cost, net of accumulated depreciation and accumulated impairment losses.

Expenditures for maintenance and repairs are charged to operating expenses as incurred, whereas major betterments are capitalized as additions to property and equipment.

Impairment losses are recorded within general and administrative expenses.

Depreciation is recorded using the straight-line method over the estimated useful lives of the assets as follows:

7 unchanged sentences

Amortization is computed using the straight-line method over the estimated useful lives of the respective assets, which is 10 years.

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Impairment of long-lived assets

2 unchanged sentences

In the event such cash flows are not expected to be sufficient to recover the carrying amount of the asset or asset group, the assets are written down to their estimated fair values.

No such impairments were recorded during the years ended December 31, 2023 and 2022.

There were impairments recorded during the year ended December 31, 2024 (December 31 2023:

Goodwill represents the excess of cost over the fair value of the net tangible and intangible assets of businesses acquired in a business combination.

2 unchanged sentences

If the Company determines that it is more likely than not that its fair value is less than its carrying amount, then the quantitative goodwill impairment test will be performed.

The quantitative goodwill impairment test identifies goodwill impairment and measures the amount of goodwill impairment loss to be recognized by comparing the fair value of a reporting unit with its carrying amount.

The quantitative goodwill impairment test identifies and measures the amount of goodwill impairment loss, if any, to be recognized by comparing the fair value of a reporting unit with its carrying amount.

If the fair value exceeds the carrying amount, no further analysis is required;

otherwise, any excess of the goodwill carrying amount over the implied fair value is recognized as an impairment loss, and the carrying value of goodwill is written down to fair value.

For the years ended December 31, 2023 and 2022, goodwill has been tested, and no impairments have been recorded.

otherwise, if the fair value is less than the carrying amount, the difference is recognized as a goodwill impairment loss not to exceed the carrying amount of the goodwill.

For the year ended December 31, 2024 an impairment charge of $ 12.2 million was recorded (December 31, 2023:

Financial instruments

The Company’s financial instruments consist of cash and cash equivalents, accounts receivable, accounts payable, certain accrued expenses, contingent consideration and short-term debt.

The carrying amounts of cash, cash equivalents, accounts receivable, security deposits, accounts payable, accrued expenses and short-term debt approximate their fair value due to the short-term nature of those financial instruments.

The Company’s financial instruments consist of cash, cash equivalents, restricted cash, accounts receivable, accounts payable, certain accrued expenses and contingent consideration.

The carrying amounts of cash, cash equivalents, accounts receivable, security deposits, accounts payable and accrued expenses approximate their fair value due to the short-term nature of those financial instruments.

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Fair value measurements

12 unchanged sentences

In periods of market dislocation, the observability of prices and inputs may change for many instruments.

This condition could cause an

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instrument to be reclassified within levels in the fair value hierarchy.

This condition could cause an instrument to be reclassified within levels in the fair value hierarchy.

There were no transfers within the fair value hierarchy during the years ended December 31, 2024 and 2023.

16 unchanged sentences

The difference between the value of the right of use asset and lease liability is due to the reclassification of prepaid rent and unamortized lease incentives.

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Research and development

Research and development costs are expensed as incurred on an accruals basis.

Research and development costs are expensed as incurred on an accrual basis.

Research and development costs include payroll and personnel expense (including share-based compensation), consulting costs, external contract research and development expenses, raw materials, drug product manufacturing costs, and allocated overheads including depreciation and amortization, facility costs, and utilities.

4 unchanged sentences

Patent and licensing costs

Patent and licensing costs are expensed as incurred because their realization is uncertain.

Patent and licensing costs are expensed as incurred because their is uncertainty as to any future economic benefits arising from these costs.

Ordinary shares

Ordinary shares are classified in stockholders’ equity and represent issued share capital.

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Additional paid-in capital

3 unchanged sentences

The Company grants options over ordinary shares and restricted shares units to employees or non-executive directors and accounts for share based compensation using the grant date fair value.

Share based compensation awards are classified in the accompanying statements of operations based on the function to which the related services are provided.

Share based compensation awards are classified in the accompanying statements of operations and comprehensive loss based on the function to which the related services are provided.

For service-based awards, compensation expense is generally recognized over the requisite service period of the awards, usually the vesting period.

4 unchanged sentences

Expected volatility.

Previously there was insufficient trading history for the Company’s ordinary shares, therefore the expected price volatility for our ordinary shares was estimated using the average historical volatility of industry peers’ shares as of the grant date of our options over a period of history commensurate with the expected life of the options.

Previously there was insufficient trading history for the Company’s ordinary shares, therefore the expected price volatility for the Company's ordinary shares was estimated using the average historical volatility of industry peers’ shares as of the grant date of the Company's options over a period of history commensurate with the expected life of the options.

When selecting industry peers used in measuring implied volatility, the Company considered the similarity of their products and business lines, as well as their stage of development, size and financial leverage.

The Company applied this process consistently using the same or similar public companies until 2023.

During 2023, the Company determined that there is sufficient historical information on volatility of its share price available and the expected volatility used in the fair value calculation of new option grants is calculated based on a blended volatility of both historical volatility of the Company's share price and the expected volatility of the average historical volatility of industry peers’ shares.

For options granted in 2023 and 2024, the Company determined that there is sufficient historical information on volatility of its share price available and the expected volatility used in the fair value calculation of new option grants is calculated based on a blended volatility of both historical volatility of the Company's share price and the average historical volatility of industry peers’ shares.

Expected term .

4 unchanged sentences

Treasury yield curve in effect at the time of grant of the award for time periods that are approximately equal to the expected term of the award.

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Expected dividend.

9 unchanged sentences

If it is not more likely than not that a position will be sustained, none of the benefit attributable to the position is recognized.

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tax benefit to be recognized for any tax position that meets the more-likely-than-not recognition threshold is calculated as the largest amount that is more than 50% likely of being realized upon resolution of the contingency.

The tax benefit to be recognized for any tax position that meets the more-likely-than-not recognition threshold is calculated as the largest amount that is more than 50% likely of being realized upon resolution of the contingency.

The Company accounts for interest and penalties related to uncertain tax positions as part of its provision for income taxes.

2 unchanged sentences

In the United Kingdom, the Company had previously been entitled to a research and development tax credit regime, being the Small and Medium-sized Enterprises R&D tax relief program, or SME Program, and, to the extent that our projects are grant funded or relate to work subcontracted to us by third parties, the Research and Development Expenditure Credit program, or RDEC Program.

Until March 2023, under the SME program, the Company was able to surrender some of its trading losses that arise from qualifying research and development activities for a cash rebate of up to 33.35% of such qualifying research and development expenditure.

Qualifying expenditures largely comprise employment costs for research staff, consumables, outsourced contract research organization costs and utilities costs incurred as part of research projects.

Certain staff, consumables (including utilities), subcontractors and externally provided workers qualifying research and development expenditures are eligible for a cash rebate of up to 21.67%.

Qualifying expenditures largely comprise employment costs for research staff, consumables, outsourced contract research organization costs, externally provided workers and utilities costs incurred as part of research projects.

A large portion of costs relating to research and development, clinical trials and manufacturing activities are eligible for inclusion within these tax credit cash rebate claims.

From April 2023, under the SME program the additional deduction has decreased from 130% to 86%, the SME credit rate has reduced from 14.5% to 10% and the SME cash rebate for the Company has reduced from 33.35% to 18.6% and from 21.67% to 12.1% for subcontractors.

Furthermore, the SME credit rate will decrease to 10% for expenditure incurred on or after April 1, 2023 unless the SME qualifies as an R&D intensive business i.e., R&D expenditure constitutes at least 40% (from April 1, 2023) or 30% (from accounting periods starting on or after April 1, 2024) of total expenditure.

From March 2023, under the SME program, the Company is able to surrender some of its trading losses that arise from qualifying research and development activities for a cash rebate of up to 18.6% of such qualifying research and development expenditure, as the SME additional deduction is 86% and the SME credit rate is 10%, unless the SME qualifies as an R&D intensive business;

that is, R&D expenditure constitutes at least 40% (from April 1, 2023) or 30% (from accounting periods starting on or after April 1, 2024) of total expenditure.

From the analysis performed, the Company has not and do not currently expect to claim under the loss-making R&D Intensive Scheme for SMEs primarily due to the proportion of total relevant expenditure occurring outside the United Kingdom.

If the Company incurs tax losses, the Company is entitled to surrender the lesser of unrelieved tax loss sustained and the tax relief.

1 unchanged sentence

For the years ended December 31, 2024 and 2023, the Company recognized research and development incentives of $ 4.0 million and $ 3.5 million respectively.

Net (loss)/income per share

Basic net (loss)/income per share is computed by dividing the net (loss)/income attributable to ordinary shareholders by the weighted-average number of ordinary shares outstanding for the reporting period without consideration for potentially dilutive securities.

Net (loss)/income attributable to ordinary shareholders is computed as if all net (loss)/income for the period had been distributed.

Net loss per share

Basic net loss per share is computed by dividing the net loss attributable to ordinary shareholders by the weighted-average number of ordinary shares outstanding for the reporting period without consideration for potentially dilutive securities.

Net loss attributable to ordinary shareholders is computed as if all net loss for the period had been distributed.

During periods in which the Company incurred a net loss, the Company allocates no net loss to participating securities because they do not have a contractual obligation to share in the net loss of the Company.

The Company computes diluted net (loss)/income per ordinary share after giving consideration to all potentially dilutive ordinary equivalents, including stock options outstanding during the period, except where the effect of such non-participating securities would be antidilutive.

Diluted net (loss)/income per share is computed by dividing the net (loss)/income attributable to ordinary shareholders by the weighted-average number of ordinary shares and dilutive ordinary share equivalents outstanding for the period, determined using the treasury-stock and if-converted methods.

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NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

The Company computes diluted net loss per ordinary share after giving consideration to all potentially dilutive ordinary equivalents, including stock options outstanding during the period, except where the effect of such non-participating securities would be antidilutive.

Diluted net loss per share is computed by dividing the net loss attributable to ordinary shareholders by the weighted-average number of ordinary shares and dilutive ordinary share equivalents outstanding for the period, determined using the treasury-stock and if-converted methods.

Contingent liabilities

3 unchanged sentences

As of December 31, 2024, the Company does not expect that such matters will have a material adverse effect on the Company’s business, financial position, results of operations, or cash flows.

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Recent Accounting Pronouncements

2 unchanged sentences

Recently Issued Accounting Pronouncements

We have reviewed all recently issued standards and have determined that such standards will not have a material impact on our consolidated financial statements or do not otherwise apply to our current operations.

The Company has reviewed all recently issued standards and have determined that such standards do not or will not have a material impact on our consolidated financial statements or do not otherwise apply to our current operations.

In November 2023, the FASB issued ASU 2023-07, Improvements to Reportable Segment Disclosures.

The amendments require incremental disclosures related to a public entity’s reportable segments but does not change the definition of a segment, the method for determining segments, or the criteria for aggregating operating segments into reportable segments.

The most significant change required by the ASU is for a public entity to disclose its significant segment expense categories and amounts for each reportable segment.

The Company adopted this standard for the year ended December 31, 2024 on a retrospective basis and the adoption did not have a material impact on its consolidated financial statements and related disclosures as this information was already publicly disclosed.

In November 2024, the FASB issued ASU 2024-03, Income Statement-Reporting Comprehensive Income-Expense Disaggregation Disclosures (Subtopic 220-40), which requires disaggregation of specific expense categories in the notes to the financial statements and a qualitative description of the remaining expense amounts not separately disaggregated.

This standard is effective for annual reporting periods beginning after December 15, 2026, and requires prospective application with the option to apply it retrospectively.

We are currently evaluating the impact of adopting this standard to determine its impact on our disclosures.

BARINTHUS BIOTHERAPEUTICS PLC

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

Segment information

Operating segments are identified as components of an enterprise about which separate discrete financial information is available for evaluation by the chief operating decision maker ("CODM"), the Company’s Chief Executive Officer, in making decisions regarding resource allocation and assessing performance.

The CODM approves key operating and strategic decisions, including key decisions in clinical development and clinical operating activities, entering into significant contracts and approves the Company's consolidated operating budget.

The Company views its operations and manages its business as one operating segment, the research and development of immunotherapies and vaccines.

The chief operating decision maker uses loss before income tax to monitor budget versus actual results and decide how to use the Company's resources.

As the Company operates in one operating segment, all required financial segment information can be found in these consolidated financial statements.

The following table is a summary of our significant segment expenses:

Year ended December 31, 2024 Year ended December 31, 2023

Direct research and development expenses:

VTP-1000 Celiac 1

$ 5,486 $ 8,420

VTP-300 HBV 10,474 11,276

VTP-850 Prostate cancer 1,429 2,726

VTP-200 HPV 2,009 4,950

VTP-600 NSCLC 2

VTP-500 MERS 3

Other and earlier stage programs 4

Total direct research and development expenses $ 23,709 $ 29,756

Indirect research and development expenses:

Personnel-related (including share-based compensation) 15,867 12,702

Facility related 1,249 1,339

Other indirect costs 1,411 1,077

Total indirect research and development expenses 18,527 15,118

Total research and development expenses $ 42,236 $ 44,874

1 Research and development expenses related to VTP-1100 HPV Cancer were presented together with VTP-1000 Celiac in the prior period comparative, because our SNAP product candidates were both preclinical.

Expenses related to VTP-1100 HPV Cancer are now included in "Other and earlier stage programs," because we are deferring the planned IND application for VTP-1100 in HPV cancer and we have initiated the clinical trial for VTP-1000 Celiac.

2 The VTP-600 NSCLC/ESCC Phase 1/2a trial is sponsored by Cancer Research U.K.

3 The development of VTP-500 is funded pursuant to an agreement with the Coalition for Epidemic Preparedness Innovations (CEPI).

4 This includes $ 0.9 million of personnel-related indirect expenses relating to time spent progressing the VTP-500 MERS program, which is funded by CEPI.

The Company operates in two geographic regions:

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:

Year ended December 31, 2024 Year ended December 31, 2023

United States

$ 28,907 $ 32,805

United Kingdom

$ 33,704 $ 44,510

BARINTHUS BIOTHERAPEUTICS PLC

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

Foreign Currency Translation in General and Administrative Expenses

The aggregate, net foreign exchange gain or loss included in determining net (loss)/income recognized in general and administrative expenses for the year ended December 31, 2023, and 2022, was a loss of $ 7.6 million and a gain of $ 26.4 million, respectively.

Net (Loss)/Income Per Share

The following table sets forth the computation of basic and diluted net (loss)/income per share for the years ended December 31, 2023 and 2022 (in thousands, except number of shares and per share amounts):

The aggregate, net foreign exchange gain or loss recognized in general and administrative expenses for the year ended December 31, 2024, and 2023, was a gain of $ 2.4 million and a loss of $ 7.6 million, respectively.

Net Loss Per Share

The following table sets forth the computation of basic and diluted net loss per share for the years ended December 31, 2024 and 2023 (in thousands, except number of shares and per share amounts):

Year Ended December 31,

December 31, 2024 December 31, 2023

Net (loss)/income $ ( 73,447 ) $ 5,321

Net loss $ ( 61,183 ) $ ( 73,447 )

Net loss attributable to noncontrolling interest 109 100

Net (loss)/income attributable to Barinthus Biotherapeutics plc shareholders $ ( 73,347 ) $ 5,342

Net loss attributable to Barinthus Biotherapeutics plc shareholders $ ( 61,074 ) $ ( 73,347 )

Weighted-average ordinary shares outstanding, basic 39,348,240 38,386,491

Effect of dilutive stock options — 921,181

Weighted-average ordinary shares outstanding, diluted 39,348,240 38,386,491

Net (loss)/income per share attributable to ordinary shareholders, basic $ ( 1.91 ) $ 0.14

Net (loss)/income per share attributable to ordinary shareholders, diluted $ ( 1.91 ) $ 0.14

Since the Company was in a loss position for 2023, 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.

For the year ended December 31, 2023, 6,207,664 potential ordinary shares issuable for stock options were excluded from the computation of diluted weighted-average shares outstanding because including them would have had an anti-dilutive effect.

For the year ended December 31, 2022, 2,912,756 potential ordinary shares issuable for stock options, respectively, were excluded from the computation of diluted weighted-average shares outstanding because including them would have had an anti-dilutive effect.

BARINTHUS BIOTHERAPEUTICS PLC

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Net loss per share attributable to ordinary shareholders, basic $ ( 1.55 ) $ ( 1.91 )

Net loss per share attributable to ordinary shareholders, diluted $ ( 1.55 ) $ ( 1.91 )

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.

For the year ended December 31, 2024, 7,285,275 (December 31, 2023:

6,207,664 ) potential ordinary shares issuable for stock options were excluded from the computation of diluted weighted-average shares outstanding because including them would have had an anti-dilutive effect.

Property and Equipment, Net

5 unchanged sentences

Property and equipment, at cost 16,793 15,509

accumulated depreciation ( 3,688 ) ( 1,322 )

accumulated depreciation and impairment charges ( 9,420 ) ( 3,688 )

Property and equipment, net $ 7,373 $ 11,821

1 unchanged sentence

$ 2.3 million).

The Company identified circumstances that could indicate that the carrying amount of the property and equipment located in the U.K.

operating lease right-of-use asset may not be recoverable as of December 31, 2024, as it was more likely than not that the Company would cease the operating activities undertaken in the laboratory and office space in Harwell, Oxfordshire in 2025, significantly before the end of the previously estimated useful lives.

The Company performed an impairment assessment of the property and equipment within the U.K.

asset group using the income approach as of December 31, 2024 and recorded an impairment charge within general and administrative expenses of $ 2.7 million to write down assets to their estimated recoverable amount.

The impairment charge is subject to a number of assumptions and actual results may differ.

The Company will continue to refine these assumptions as additional information becomes available.

The significant assumptions used in determining the estimated fair value of the property and equipment located in the U.K.

are which assets that will be either sold, disposed of or transferred and, if relevant, the price that will be achieved upon a successful sales transaction.

Significant changes in these inputs could have a material effect on the fair value measurement.

See Note 17 Commitments and Contingencies for details of the impairment assessment performed over the U.K.

operating lease right-of-use asset, which is part of the U.K.

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NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

Intangible Assets, Net

3 unchanged sentences

The estimated annual amortization expense is $ 3.2 million for the years 2025 through to 2031.

The Company reviews long-lived assets to be held and used, including intangible assets, for impairment whenever events or changes in circumstances indicate that the carrying amount of the assets or asset group may not be recoverable.

The Company has identified circumstances that could indicate that the carrying amount of the Company's intangible assets may not be recoverable, being a sustained decline in the price of the Company’s ADSs, whereby the market capitalization continues to be below the value of the net assets of the Company, and during 2024, the strategic expected use of the SNAP platform shifted from being a complementary platform to the viral vector platform to being solely used in the development of novel immunotherapeutic candidates for treating autoimmune and inflammatory diseases, and being called SNAP-TI (Tolerance Immunotherapy).

Therefore, the Company performed a quantitative impairment assessment using the income approach as of December 31, 2024, and determined that the carrying amount of the Company's intangible assets are recoverable, hence no impairment loss related to long-lived assets has been recognized.

The carrying amount of goodwill was nil at December 31, 2024 (December 31, 2023:

$ 12.2 million).

The Company has performed the annual impairment assessment and identified qualitative indicators of impairment, most notably the share price drop in November 2024, including the lack of recovery thereof, and the strategic considerations to partner VTP-300 for future clinical development.

Therefore, the Company performed a qualitative impairment assessment and determined that it was more likely than not that the fair value of the reporting unit is less than its carrying amount.

The reporting unit comprises the net assets of the Company.

The Company then performed a quantitative impairment assessment using the income approach to determine the fair value of the reporting unit, including the net present value of clinical stage assets and overhead costs.

Based on the quantitative assessment, the Company determined that the fair value of the reporting unit is less than its carrying amount as of December 31, 2024, and, as a result, recognized a goodwill impairment charge of $ 12.2 million.

Balance as of January 1,

$ 12,209 $ 12,209

Accumulated impairment charges

Goodwill impairment

Balance as of December 31,

Accumulated impairment charges

Prepaid and Other Current Assets

3 unchanged sentences

Value Added Tax receivable — 3,031

Lease incentives receivable — 1,770

Other 344 1,474

Total $ 6,203 $ 9,907

BARINTHUS BIOTHERAPEUTICS PLC

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

Accrued Expenses and Other Current Liabilities

2 unchanged sentences

Accrued manufacturing and clinical expenses $ 3,326 $ 4,003

Value Added Tax payable 2,416 —

Accrued bonus 1,774 2,412

3 unchanged sentences

Total $ 9,525 $ 9,212

BARINTHUS BIOTHERAPEUTICS PLC

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

Out-licenses and Grants

1 unchanged sentence

Under this agreement, the Company is entitled to receive from OUI a share of all payments received by OUI from AstraZeneca in respect of the vaccine based on the ChAdOx1.

On December 30, 2020, AstraZeneca announced that vaccine based on the ChAdOx1 which we refer to as Vaxzevria had been approved for emergency supply in the United Kingdom by the United Kingdom Medicines and Healthcare products Regulatory Agency (MHRA).

On December 30, 2020, AstraZeneca announced that vaccine based on the ChAdOx1 which the Company refers to as Vaxzevria had been approved for emergency supply in the United Kingdom by the United Kingdom Medicines and Healthcare products Regulatory Agency (MHRA).

The Company determined that the intellectual property vested and assigned under the License Agreement Amendment is a functional intellectual property (that is, it has significant standalone functionality in the form of its ability to treat a disease or condition) and there is no expectation under the License Agreement Amendment that the Company will undertake activities to change the functionality.

Consequently, the Company concluded that the nature of the Company’s promise in transferring the intellectual property is to provide a right to use the Company’s functional intellectual property.

Accordingly, the Company recognizes revenue in manner that depicts the Company’s progress toward satisfying its performance obligation of providing access to its intellectual property throughout the license period based on the terms of OUI’s agreement with AstraZeneca.

On March 28, 2022, pursuant to the OUI License Agreement Amendment, we were notified of the commencement of payments, arising from AstraZeneca’s commercial sales of Vaxzevria.

Accordingly, the Company recognizes revenue in a manner that depicts the Company satisfying its performance obligation of allowing use of its intellectual property based on the terms of OUI’s agreement with AstraZeneca.

On March 28, 2022, pursuant to the OUI License Agreement Amendment, the Company was notified of the commencement of payments to us arising from AstraZeneca’s commercial sales of Vaxzevria.

Under the terms of an exclusive worldwide license agreement between OUI and AstraZeneca, OUI is entitled to milestone payments and royalties on commercial sales of Vaxzevria that began after the pandemic period.

As part of the assignment from us to OUI, we are entitled to receive approximately 24 % of payments received by OUI from AstraZeneca.

For the year ended December 31, 2023, the Company recognized approximately $ 0.8 million as revenue (year ended December 31, 2022:

As part of the assignment to OUI, the company is entitled to receive approximately 24 % of payments received by OUI from AstraZeneca.

In October 2024, the Company was informed of additional amounts due to the Company from Oxford University Innovation (OUI) in relation to the Company's share of royalties received by OUI as a result of prior commercial sales of Vaxzevria by AstraZeneca.

As a result, for the year ended December 31, 2024, the Company recognized approximately $ 15.0 million as revenue (year ended December 31, 2023:

$ 0.8 million) and had an outstanding receivable of nil as of December 31, 2024 (2023:

$ 5.5 million).

There is no guarantee that further payments will be received pursuant to the agreement in the future and, if such payments are made, that we will be notified of such payments in a timely manner.

Scancell contract

On November 2, 2022, the Company entered into an agreement with Scancell to grant a research and development license, consisting of upfront and development milestone and royalty payments, for the development and commercialization of the SNAPvax functional intellectual property.

The Company recognized non-refundable upfront revenue, amounting to nil for the year ended December 31, 2023 (December 31, 2022:

$ 0.7 million).

As of December 31, 2023, nil was recorded as a receivable (December 31, 2022:

$ 0.3 million).

In 2024, AstraZeneca announced its planned withdrawal of Vaxzevria as demand had declined, and therefore the Company does not expect to receive any further payments relating to future commercial sales of Vaxzevria and, if such payments are due, that the Company will be notified of such payments in a timely manner.

Coalition for Epidemic Preparedness Innovations (“CEPI”) Funding Agreement

On December 20, 2023, Barinthus Biotherapeutics (UK) Limited (the “Company”), the Chancellors, Masters and Scholars of the University of Oxford (“Oxford,” together with the Company, the “Partners”) and the Coalition for Epidemic Preparedness Innovations (“CEPI”) entered into a Funding Agreement (the “Funding Agreement”) pursuant to which CEPI will provide funding of up to $ 34.8 million to the Company to advance the development of VTP-500, the Company’s vaccine candidate against Middle East Respiratory Syndrome (“MERS,” and such development activities, the “Project”).

On December 20, 2023, Barinthus Biotherapeutics (U.K.) Limited (the “Company”), the Chancellors, Masters and Scholars of the University of Oxford (“Oxford,” together with the Company, the “Partners”) and the Coalition for Epidemic Preparedness Innovations (“CEPI”) entered into a Funding Agreement (the “Funding Agreement”) pursuant to which CEPI will provide funding of up to $ 34.8 million to the Company to advance the development of VTP-500, the Company’s vaccine candidate against Middle East Respiratory Syndrome (“MERS,” and such development activities, the “Project”).

In December 2023, VTP-500 received PRIME (PRIority MEdicines) designation by the European Medicines Agency.

BARINTHUS BIOTHERAPEUTICS PLC

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

Pursuant to the Funding Agreement, the Company has agreed to pay CEPI on a country-by-country basis increasing mid-single digit percentage royalties of net sales and net income with respect to future cash sales of VTP-500, less certain deductions, for a period starting on December 20, 2023 (“Effective Date”) and ending the later of:

1 unchanged sentence

The Company shall also pay CEPI a mid-double digit percentage of net revenue earned on VTP-500 until CEPI has received payments from the Company under the Funding Agreement equaling the total amount of funding paid by CEPI to the Company and a low double-digit percentage of such net revenue thereafter.

Sales for the benefit of end users in specified low and middle income countries

BARINTHUS BIOTHERAPEUTICS PLC

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(“LMICs”) and upper and middle income countries (“UMICs”) are excluded from the calculations of net sales and net revenue.

Sales for the benefit of end users in specified low and middle income countries (“LMICs”) and upper and middle income countries (“UMICs”) are excluded from the calculations of net sales and net revenue.

Sales of product for the benefit of end users in LMICs and UMICs are subject to tiered discounted pricing requirements under the Funding Agreement.

The Company is further required to pay a mid-double digit percentage of any proceeds earned on any priority review voucher related to VTP-500 during the Royalty Period.

For the year ended December 31, 2023, no proceeds have been received and no income has been recognized in relation to this contract as no activities eligible for the funding were undertaken during the period.

Contract assets and liabilities

The Company discloses accounts receivable separately in the consolidated balance sheets at the net amount expected to be collected.

Contract assets primarily relate to the Company’s conditional right to consideration for work completed but not billed at the reporting date.

As of December 31, 2023 and 2022 the Company did not have any contract assets.

Contract liabilities primarily relate to payments received from customers in advance of performance under the contract and are disclosed as deferred revenue separately in the consolidated balance sheets.

The Company’s contract liabilities arise when payment is received upfront for various multi-period extended license and service arrangements.

Changes in the contract liabilities during the years ended December 31, 2023 and 2022, are as follows (in thousands):

For the year ended December 31, 2024, $ 3.0 million proceeds have been received and $ 1.2 million income has been recognized in relation to this contract.

This is presented as other operating income in the consolidated statements of operations and comprehensive loss.

The Funding Agreement cash payments are restricted as to the use and management of the funds.

The remaining unused amounts of the Funding Agreement cash payments of $ 1.7 million as of December 31, 2024, are reflected in restricted cash in the consolidated balance sheets until expenditures contemplated in the Funding Agreement are incurred.

Deferred income

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

Deferred income is released to the 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.

Changes in deferred income during the years ended December 31, 2024 and 2023, are as follows (in thousands):

2024 December 31,

Beginning balance $ — $ —

Revenue recognized related to contract liability balance — ( 158 )

Cash payments received 2,989 —

Other operating income recognized related to the Funding Agreement ( 1,176 ) —

Foreign exchange translation ( 75 ) —

6 unchanged sentences

In the event of the liquidation, dissolution or winding up of the Company, the assets of the Company available for distribution to holders of the ordinary shares shall be distributed amongst all holders of the ordinary shares in proportion to the number of shares held irrespective of the amount paid or credited as paid on any share.

BARINTHUS BIOTHERAPEUTICS PLC

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

Holders of the ordinary shares are entitled to dividends, as may be recommended from time to time by the Board and declared by the ordinary shareholders out of legally available funds.

5 unchanged sentences

Such a disapplication of preemption rights may be for a maximum period of up to five years from the date of the shareholder special resolution.

In either case, this disapplication would need to be renewed by our shareholders upon its expiration (i.e., at least every five years ) to remain effective.

BARINTHUS BIOTHERAPEUTICS PLC

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

In either case, this disapplication would need to be renewed by our shareholders upon its expiration ( i.e.

, at least every five years ) to remain effective.

On April 21, 2021, our shareholders approved the disapplication of preemptive rights for a period of five years from the date of approval by way of a special resolution of our shareholders.

This included the disapplication of preemption rights in relation to the allotment of our ordinary shares in connection with the IPO.

This disapplication will need to be renewed upon expiration (i.e., at least every five years ) to remain effective, but may be sought more frequently for additional five-year terms (or any shorter period).

On November 6, 2023, we held a general meeting where our shareholders approved resolutions granting our board of directors or any duly authorized committee of the board of directors the authority to allot shares in the Company or grant rights to subscribe for or to convert any security into shares in the Company free from preemption rights.

This disapplication will need to be renewed upon expiration ( i.e.

, at least every five years ) to remain effective, but may be sought more frequently for additional five-year terms (or any shorter period).

On November 6, 2023, the Company held a general meeting where our shareholders approved resolutions granting our board of directors or any duly authorized committee of the board of directors the authority to allot shares in the Company or grant rights to subscribe for or to convert any security into shares in the Company free from preemption rights.

Pursuant to such approval, our board of directors was authorized to allot shares up to an aggregate nominal amount of £ 1,928 free from statutory preemption rights.

11 unchanged sentences

The Company’s deferred A shares with a nominal value of £ 1.00 each remain in issue for the purposes of satisfying the minimum share capital requirements for a public limited company as prescribed by the Companies Act 2006.

The Company’s financial instruments consist of cash and cash equivalents, accounts receivable, accounts payable, certain accrued expenses, contingent consideration and short-term debt.

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

As of December 31, 2023, the Company had a contingent consideration liability of $ 1.8 million related to the acquisition of Avidea Technologies, Inc.

The fair value of the contingent consideration is a Level 3 valuation with the significant

BARINTHUS BIOTHERAPEUTICS PLC

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

unobservable inputs being the probability of success of achievement of the milestones and the expected date of the milestone achievement.

Significant judgment is employed in determining the appropriateness of certain of these inputs.

The following table summarizes changes in the fair value of Contingent Consideration (in thousands):

Year ended December 31, 2023 Year ended December 31, 2022

The Company’s financial instruments consist of cash, cash equivalents and restricted cash, accounts receivable, accounts payable, certain accrued expenses, and contingent consideration.

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

As of December 31, 2024, the Company had a contingent consideration liability of $ 2.7 million related to the acquisition of Avidea Technologies, Inc.

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.

To date, the Company has made settlement payments of $ 0.5 million.

The fair value of the contingent consideration is a Level 3 valuation and determined using the cost approach.

The significant unobservable inputs used in the fair value measurement of the contingent consideration are the probability of success of achievement of the milestones and the expected date of the milestone achievement, significant judgment is employed in determining the appropriateness of certain of these inputs.

Significant increases (decreases) in the probability of success of achievement of the milestones would have resulted in a significantly higher (lower) fair value measurement.

Significant extension (reduction) in the expected date of the milestone achievement would have resulted in a significantly lower (higher) fair value measurement.

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

2024 Year ended

Beginning balance $ 1,823 $ 1,711

3 unchanged sentences

Ending balance $ 2,650 $ 1,823

The following table summarizes changes in goodwill (in thousands):

2023 Year ended

Beginning balance $ 12,209 $ 12,630

Measurement period adjustments — ( 421 )

Ending balance $ 12,209 $ 12,209

Share-Based Compensation

3 unchanged sentences

Beginning calendar year 2022, the total number of ordinary shares available for issuance under the Plan shall be increased on January 1 of each year in an amount equal to the lesser of (i) 4 % of the Company’s issued and outstanding ordinary shares (which 4 % limit shall be measured as of January 1 of such year) and (ii) such number of ordinary shares as determined by the Compensation Committee of the Board in its discretion (the “Annual Increase”).

In accordance with the terms of the Annual Increase, the total number of ordinary shares available for issuance under the Plan increased by 1,507,341 of January 1, 2023.

In accordance with the terms of the Annual Increase, the total number of ordinary shares available for issuance under the Plan increased by 1,544,282 as of January 1, 2024.

The awards generally vest based on the grantee’s continued service with the Company during a specified period following grant as determined by the Board and generally expire ten years from the grant date.

14 unchanged sentences

Expected dividend yield — % — %

Prior to the IPO, the Company applied a discount for lack of marketability calculated using the Finnerty model

Expected volatility:

2 unchanged sentences

The Company applied this process consistently using the same or similar public companies until 2023.

For options granted in 2023 and 2024, the Company determined that there is sufficient historical information on volatility of its share price available and the expected volatility used in the fair value calculation of new option grants is calculated based on a blended volatility of both historical volatility of the Company's share price and the expected volatility of the average historical volatility of industry peers’ shares.

Expected term (years):

29 unchanged sentences

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

Year ended December 31, 2023 Year ended December 31, 2022

2024 Year ended

Research and development $ 1,680 $ 2,011

1 unchanged sentence

Total $ 4,709 $ 5,055

(Loss) income before income taxes are as follows (in thousands):

Loss before income before income taxes are as follows (in thousands):

2024 Year ended

2 unchanged sentences

Other foreign ( 884 ) ( 1,481 )

(Loss)/income before income taxes $ ( 76,522 ) $ 850

Loss before income taxes $ ( 61,227 ) $ ( 76,522 )

The components of income tax benefit are as follows (in thousands):

6 unchanged sentences

Total income tax benefit $ 44 $ 3,075

A reconciliation of the UK statutory income tax rate to the Company's effective tax rate as reflected in the consolidated financial statements is as follows:

A reconciliation of the U.K.

statutory income tax rate to the Company's effective tax rate as reflected in the consolidated financial statements is as follows:

2024 Year ended

16 unchanged sentences

Research and development credit carryforwards 47 40

Deferred revenue — 54

Share based compensation 4,753 4,226

Lease liability 3,156 3,404

Accruals and intangibles 745 765

Intangible assets 452 745

Capitalized Research and Development expenditure 6,185 4,228

5 unchanged sentences

Right-of-use lease asset ( 1,149 ) ( 1,922 )

Unrealized gain on investment ( 1,267 ) ( 1,204 )

Undistributed earnings of subsidiaries ( 1,248 ) ( 1,267 )

Intangible assets ( 6,039 ) ( 6,909 )

25 unchanged sentences

As of December 31, 2024 and 2023, the Company does not have any material unrecognized tax benefit liabilities.

The Company files corporation/income tax returns in the United Kingdom, Australia, and the United States.

The Company files corporation/income tax returns in the United Kingdom, the United States, Switzerland, Australia and Italy.

The associated tax filings remain subject to examination by applicable tax authorities for a certain length of time following the tax year to which those filings relate.

11 unchanged sentences

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

The Oxford Science Park, Oxford

The Company leased an office and laboratory space from a related party in Oxford, England under an operating lease with a contractual term expiring in 2028.

The lease was terminated on July 31, 2022, and the Company relocated its corporate headquarters to The Harwell Science and Innovation Campus, Oxfordshire, in the third quarter of 2022.

The Harwell Science and Innovation Campus, Oxfordshire

On September 3, 2021, the Company entered into a lease agreement for the lease of approximately 31,000 square feet in Harwell, Oxfordshire which expires in September 2031.

The property is the Company’s corporate headquarters.

On September 3, 2021, the Company entered into a lease agreement for the lease of approximately 31,000 square feet of laboratory and office space in Harwell, Oxfordshire, which expires in September 2031.

As the Company’s leases typically do not provide an implicit rate, the Company uses an estimate of its incremental borrowing rate based on the information available at the lease commencement date, being the rate incurred to borrow on a collateralized basis over a similar term at an amount equal to the lease payments in a similar economic environment.

The Company has provided the lessor with a refundable security deposit of $ 0.7 million which is included in Other assets.

BARINTHUS BIOTHERAPEUTICS PLC

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

Germantown, Maryland

On June 14, 2022, the Company entered into a lease agreement for the lease of approximately 19,700 square feet in Germantown, Maryland.

The site will house the Company’s state-of-the-art wet laboratory in the United States of America.

The site houses the Company’s state-of-the-art wet laboratory and office space in the United States of America.

The lease expires on February 28, 2034, with the Company having a single right to extend for an additional five years on the same terms and conditions other than for the base rent.

The Company has a rent-free period up to February 29, 2024 and is entitled to up to $ 3.5 million for leasehold improvements to the premises desired by the Company.

The Company had a rent-free period up to February 29, 2024 and is entitled to up to $ 3.5 million for leasehold improvements to the premises desired by the Company.

The Company has provided the lessor with a refundable security deposit of $ 0.2 million which is included in Other assets.

BARINTHUS BIOTHERAPEUTICS PLC

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

The Company recorded a right-of-use asset and a lease liability on the effective date of the lease term.

3 unchanged sentences

Lease liability, current $ 1,920 $ 1,785

Lease liability, noncurrent $ 11,191 $ 8,340

Lease liability, non-current $ 10,087 $ 11,191

Other information

3 unchanged sentences

Short-term lease costs $ — $ 189

Fixed Lease Costs $ 883 $ 1,216

Operating leases $ 1,443 $ 883

Total lease cost

$ 1,443 $ 1,072

The Company identified circumstances that could indicate that the carrying amount of the U.K.

operating lease right-of-use asset and the property and equipment located in the U.K.

may not be recoverable as of December 31, 2024, as it was more likely than not that the Company would cease the operating activities undertaken in the laboratory and office space in Harwell, Oxfordshire in 2025, significantly before the end of the previously estimated useful lives.

The Company performed an impairment assessment of the U.K.

operating lease right-of-use asset, which is part of the U.K.

asset group, using the income approach and recorded an impairment charge within general and administrative expenses of $ 2.6 million to write down the asset to the estimated recoverable amount.

The impairment charge is subject to a number of assumptions and actual results may differ.

The Company will continue to refine these assumptions as additional information becomes available.

The significant assumptions used in determining the estimated fair value of the U.K.

operating lease right-of-use asset are the timing of successful termination of the Company's U.K.

lease obligations and the value of any charges associated with terminating the Company's U.K.

lease obligations.

Significant changes in these inputs could have a material effect on the fair value measurement.

See Note 6 Property and Equipment, Net for details of the impairment assessment performed over the property and equipment within the U.K.

Maturities of the Company’s minimum lease liabilities as of December 31, 2024 were as follows (in thousands):

5 unchanged sentences

Non-lease and other costs paid to the lessors are primarily related to services provided by the lessors in operating the premises that includes fees, operating costs, taxes, and insurance related to the leased premises.

Other contingencies

The Company is a party in various contractual disputes, litigation, and potential claims arising in the ordinary course of business.

The Company does not believe that the resolution of these matters will have a material adverse effect on its financial position or results of operations.

BARINTHUS BIOTHERAPEUTICS PLC

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

Other contingencies

The Company is a party to various contractual disputes, litigation, and potential claims arising in the ordinary course of business.

The Company does not believe that the resolution of these matters will have a material adverse effect on its financial position or results of operations.

The Company enters into contracts in the normal course of business with CROs and other third parties for clinical trials and preclinical research studies and testing.

These contracts are generally cancellable by us upon prior notice.

Payments due upon cancellation consist only of payments for services provided or expenses incurred, including noncancellable obligations of our service providers, up to the date of cancellation.

Employee Benefit Plans

10 unchanged sentences

Related Party Transactions

During the year ended December 31, 2023, the Company incurred expenses of $ 0.4 million (December 31, 2022:

During the year ended December 31, 2024, the Company incurred expenses of nil (December 31, 2023:

$ 0.4 million) from its shareholder, the University of Oxford, related to clinical study costs.

As of December 31, 2023, the Company owed nil (2022:

During the year ended December 31, 2024, the Company incurred expenses of $ 0.8 million (December 31, 2023:

$ 0.4 million) from Oxford University Innovation Limited which is a wholly owned subsidiary of the Company’s shareholder, the University of Oxford.

As of December 31, 2023, the Company owed $ 2 thousand (December 31, 2022:

nil ) to Oxford University Innovation Limited.

$ 0.6 million) from OUI which is a wholly owned subsidiary of the Company’s shareholder, the University of Oxford, primarily related to patent costs.

During the year ended December 31, 2024, the Company recognized license revenue of $ 15.0 million (December 31, 2023:

$ 43.7 million) from Oxford University Innovation Limited which is a wholly owned subsidiary of the Company’s shareholder, the University of Oxford.

As of December 31, 2023, the Company was owed nil (2022:

$ 5.5 million) from Oxford University Innovation Limited.

$ 0.8 million) from OUI which is a wholly owned subsidiary of the Company’s shareholder, the University of Oxford.

Subsequent Events

In accordance with the terms of the Annual Increase of the Barinthus Biotherapeutics plc Share Award Plan 2021, the total number of ordinary shares available for issuance under the Plan increased by 4 % of the Company’s issued and outstanding ordinary shares as of January 1, 2025.

In January 2024, the Company granted a total of 1,592,423 share options to employees and directors with a weighted average exercise price of $ 3.70 .

On January 10, 2025, the Company announced that it will prioritize I&I indications, including antigen-specific immune tolerance.

As a result, the Company has extended the cash runway to the start of 2027 by reducing forecasted costs, including a reduction in headcount by approximately 65 % across both the U.K.

sites, and streamlining the operating costs of the business.

The Company estimates that the pre-tax costs of such reduction in workforce relating to employee severance and other employee-related costs may be in the region of $ 2.5 million with the majority of such costs being incurred in the first half of 2025.

The estimates of the restructuring costs that the Company expects to incur and potential operating expense reductions, and the timing thereof, are subject to a number of assumptions and actual results may differ.

As part of the restructuring, two of the executive leadership team members based in the U.K., the Chief Operating Officer, Graham Griffiths, and Chief Financial Officer, Gemma Brown, will leave the Company.

The Company will not invest in VTP-300 in chronic hepatitis B beyond the completion of the ongoing Phase 2b HBV003 clinical trial and will seek potential partners able to take advantage of its differentiated ability to achieve sustained HBsAg loss and functional cure in patients with low levels of HBsAg.

On January 16, 2025, the liquidation process of Barinthus Biotherapeutics S.r.l.

was completed and the company was cancelled from the Italian Business Register.

In February 2025, the Company granted a total of 1,341,802 share options to employees with a weighted average exercise price of $ 1.00 .

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-K

Item 9A. Controls and Procedures