What changed in this filing

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Item 1. Financial Statements

2025-08-07 compared with 2025-05-07 · 242 added, 156 removed, 600 unchanged (40% of the section changed)

14 unchanged sentences

Prepaid expenses and other current assets 7,681 6,203

Assets held for sale 413 —

Total current assets 100,414 125,742

36 unchanged sentences

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

Three months ended

March 31, 2025 March 31, 2024

Three months ended Six months ended

June 30, 2025 June 30, 2024 June 30, 2025 June 30, 2024

Operating expenses

22 unchanged sentences

Comprehensive loss ( 12,831 ) ( 16,779 ) ( 27,843 ) ( 33,876 )

Comprehensive loss attributable to noncontrolling interest 7 28

Comprehensive loss/(gain) attributable to noncontrolling interest ( 5 ) 11 2 39

Comprehensive loss attributable to Barinthus Biotherapeutics plc shareholders $ ( 12,836 ) $ ( 16,768 ) $ ( 27,841 ) $ ( 33,837 )

4 unchanged sentences

(IN THOUSANDS, EXCEPT NUMBER OF SHARES)

Three months ended March 31, 2025

Three and Six months ended June 30, 2025

Ordinary Shares Deferred A Shares

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

Three months ended March 31, 2024

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

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

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

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

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

Three and Six months ended June 30, 2024

Ordinary Shares Deferred A Shares

6 unchanged sentences

Balance, March 31, 2024 38,952,956 $ 1 63,443 $ 86 $ 388,720 $ ( 192,079 ) $ ( 24,895 ) $ 171,833 $ 183 $ 172,016

Share based compensation — — — — 1,195 — — 1,195 — 1,195

Issue of ordinary shares, net of issuance costs 231,382 0 1 — — 358 — — 358 — 358

Foreign currency translation adjustments — — — — — — 163 163 1 164

Net loss — — — — — ( 16,931 ) — ( 16,931 ) ( 12 ) ( 16,943 )

Balance, June 30, 2024 39,184,338 $ 1 63,443 $ 86 $ 390,273 $ ( 209,010 ) $ ( 24,732 ) $ 156,618 $ 172 $ 156,790

1 Indicates amount less than one thousand

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(IN THOUSANDS)

Three months ended

March 31, 2025 March 31, 2024

Six months ended

June 30, 2025 June 30, 2024

CASH FLOWS FROM OPERATING ACTIVITIES:

8 unchanged sentences

Deferred tax benefit ( 47 ) ( 44 )

Profit on sale of property and equipment ( 281 ) —

Changes in operating assets and liabilities:

19 unchanged sentences

Non-cash investing and financing activities:

Purchases of property and equipment included in accounts payable and accrued liabilities $ — $ 95

Proceeds from sale of property and equipment included in other current assets $ 460 $ —

1 Indicates amounts less than one thousand

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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 (UK) Limited, Barinthus Biotherapeutics North America, Vaccitech Oncology Limited (“VOLT”), Barinthus Biotherapeutics Pty Limited, and Barinthus Biotherapeutics Switzerland GmbH, are collectively referred to as the “Company” or “Barinthus Bio.” 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.

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 a clinical-stage biopharmaceutical company focused on developing novel immunotherapeutic drug candidates for treating autoimmune and inflammatory diseases within the immunology and inflammation (“I&I”) space.

The Company is also evaluating two product candidates to treat infectious diseases and cancer that harness its 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.

The Company occupies laboratory and office space in Germantown, Maryland, United States.

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

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The condensed consolidated balance sheet as of December 31, 2024, was derived from the audited financial statements but does not contain all of the footnote disclosures from the annual financial statements.

As of March 31, 2025, the Company had cash, cash equivalents and restricted cash of $ 100.6 million and an accumulated deficit of $ 257.3 million, and the Company expects to incur losses for the foreseeable future.

As of June 30, 2025, the Company had cash, cash equivalents and restricted cash of $ 87.8 million and an accumulated deficit of $ 278.4 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 these condensed consolidated financial statements.

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Unaudited Condensed Consolidated Financial Information

The accompanying Condensed Consolidated Balance Sheets as of March 31, 2025, and December 31, 2024, the Condensed Consolidated Statements of Operations and Comprehensive Loss, Condensed Consolidated Statements of Changes in Stockholders’ Equity and the Condensed Consolidated Statements of Cash Flows for the three months ended March 31, 2025 and 2024 are unaudited.

The accompanying Condensed Consolidated Balance Sheets as of June 30, 2025, and December 31, 2024, the Condensed Consolidated Statements of Operations and Comprehensive Loss, Condensed Consolidated Statements of Changes in Stockholders’ Equity and the Condensed Consolidated Statements of Cash Flows for the three and six months ended June 30, 2025 and 2024 are unaudited.

These unaudited condensed consolidated financial statements have been prepared on the same basis as the audited annual consolidated financial statements contained in the Company’s Annual Report on Form 10-K for the year ended December 31, 2024, filed with the Securities Exchange Commission (the “Annual Report”) on March 20, 2025.

In the Company's opinion, the unaudited condensed consolidated financial statements include all adjustments of a normal recurring nature necessary for the fair presentation of its financial position as of March 31, 2025, its results of operations for the three months ended March 31, 2025, and 2024, and its cash flows for the three months ended March 31, 2025, and 2024.

The results of operations for the three months ended March 31, 2025, are not necessarily indicative of the results to be expected for the year ending December 31, 2025, or any other interim periods.

In the Company's opinion, the unaudited condensed consolidated financial statements include all adjustments of a normal recurring nature necessary for the fair statement of its financial position as of June 30, 2025, its results of operations for the three and six months ended June 30, 2025, and 2024, and its cash flows for the six months ended June 30, 2025, and 2024.

The results of operations for the three and six months ended June 30, 2025, are not necessarily indicative of the results to be expected for the year ending December 31, 2025, or any other interim periods.

Summary of Significant Accounting Policies

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Recently issued accounting pronouncements

From time to time, new accounting pronouncements are issued by Financial Accounting Standards Board ("FASB") or other standard setting bodies that the Company adopts as of the specified effective date.

From time to time, new accounting pronouncements are issued by the Financial Accounting Standards Board ("FASB") or other standard setting bodies that the Company adopts as of the specified effective date.

The Company qualifies as an “emerging growth company” as defined in the Jumpstart Our Business Startups Act of 2012 and has elected not to “opt out” of the extended transition related to complying with new or revised accounting standards, which means that when a standard is issued or revised and it has different application dates for public and nonpublic companies, the Company can adopt the new or revised standard at the time nonpublic companies adopt the new or revised standard and can do so until such time the Company either (i) irrevocably elects to “opt out” of such extended transition period or (ii) no longer qualifies as an emerging growth company.

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NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

In January 2025, the FASB issued ASU 2025-01, Income Statement-Reporting Comprehensive Income-Expense Disaggregation Disclosures (Subtopic 220-40):

Clarifying the Effective Date, in which the Board's intent in the basis of conclusion of Update 2024-03 is clear that all public business entities should initially adopt the disclosure requirements in the first annual reporting period beginning after December 15, 2026, and interim reporting periods within annual reporting periods beginning after December 15, 2027.

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

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 its disclosures.

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

In December 2023, the FASB issued ASU 2023-09, Income Taxes (Topic 740):

Improvements to Income Tax Disclosures, which requires that public business entities on an annual basis (1) disclose specific categories in the rate reconciliation and (2) provide additional information for reconciling items that meet a quantitative threshold (if the effect of those reconciling items is equal to or greater than 5 percent of the amount computed by multiplying pretax income or loss by the applicable statutory income tax rate).

This standard is effective for fiscal years beginning after December 15, 2024.

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

Segment information

5 unchanged sentences

The following table is a summary of the Company's significant segment expenses:

Three months ended March 31, 2025 Three months ended March 31, 2024 Change

Direct research and development expenses by program:

Three months ended June 30, 2025 Three months ended June 30, 2024 Change

Direct research and development expenses:

VTP-1000 Celiac $ 1,782 $ 1,371 $ 411

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Total research and development expenses $ 7,953 $ 11,662 $ ( 3,709 )

BARINTHUS BIOTHERAPEUTICS PLC

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

Six months ended June 30, 2025 Six months ended June 30, 2024 Change

Direct research and development expenses:

VTP-1000 Celiac $ 2,764 $ 2,744 $ 20

VTP-300 HBV 3,187 4,947 ( 1,760 )

Other clinical programs 1

1,383 2,893 ( 1,510 )

Other pre-clinical programs 868 1,693 ( 825 )

Total direct research and development expenses 8,202 12,277 ( 4,075 )

Indirect research and development expenses:

Personnel-related (including share-based compensation) 2

6,394 9,097 ( 2,703 )

Facility related 685 732 ( 47 )

Other indirect costs 962 681 281

Total indirect research and development expenses 8,041 10,510 ( 2,469 )

Total research and development expenses $ 16,243 $ 22,787 $ ( 6,544 )

1 This includes expenses relating to the infectious disease and oncology programs;

1 unchanged sentence

Expenses relating to these programs were previously presented separately, but are now aggregated for the prior period comparative.

2 This includes $ 0.07 million and $ 0.14 million for the three months ended March 31, 2025 and 2024, respectively, of personnel-related indirect expenses relating to time spent progressing the VTP-500 MERS program, which is funded by CEPI.

2 This includes $ 0.1 million and $ 0.1 million for the three and six months ended June 30, 2025, respectively (three and six months ended June 30, 2024:$ 0.2 million and $ 0.3 million, respectively) 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:

March 31, 2025 December 31, 2024

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

June 30, 2025 December 31, 2024

United States

2 unchanged sentences

$ 28,616 $ 33,704

Foreign Currency Translation in General and Administrative Expenses

The aggregate, net foreign exchange gain or loss recognized in general and administrative expenses for the three and six months ended June 30, 2025 was a loss of $ 8.0 million and loss of $ 12.4 million, respectively (three and six months ended June 30, 2024:

$ 0.1 million loss and $ 1.1 million gain, respectively).

BARINTHUS BIOTHERAPEUTICS PLC

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

Foreign Currency Translation in General and Administrative Expenses

The aggregate, net foreign exchange gain or loss recognized in general and administrative expenses for the three months ended March 31, 2025 was a loss of $ 4.4 million (three months ended March 31, 2024:

$ 1.2 million gain).

Net Loss Per Share

The following table sets forth the computation of basic and diluted net loss per share for the three months ended March 31, 2025, and 2024 (in thousands, except number of shares):

Three months ended March 31,

The following table sets forth the computation of basic and diluted net loss per share for the three and six months ended June 30, 2025, and 2024 (in thousands, except number of shares):

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

2025 2024 2025 2024

Net loss $ ( 21,126 ) $ ( 16,943 ) $ ( 40,784 ) $ ( 32,463 )

6 unchanged sentences

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

As of March 31, 2025, 8,133,504 potential ordinary shares issuable for stock options were excluded from the computation of diluted weighted-average shares outstanding because including these shares would have had an anti-dilutive effect (March 31, 2024:

As of June 30, 2025, 7,625,728 potential ordinary shares issuable for stock options were excluded from the computation of diluted weighted-average shares outstanding because including these shares would have had an anti-dilutive effect (June 30, 2024:

Property and Equipment, Net

During the three months ended March 31, 2025, the Company’s additions to property and equipment, net were $ 0.01 million which related to an increase in lab equipment (three months ended March 31, 2024:

$ 0.4 million, primarily related to an increase in leasehold improvements from the Company’s U.S.

office in Germantown, Maryland).

Depreciation expense for the three months ended March 31, 2025 was $ 1.2 million (three months ended March 31, 2024:

$ 0.6 million).

Depreciation expense for the three and six months ended June 30, 2025 was $ 1.2 million and $ 2.5 million, respectively (three and six months ended June 30, 2024:

$ 0.7 million and $ 1.3 million, respectively).

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

laboratory equipment (three and six months ended June 30, 2024:

nil ) and recorded associated proceeds of $ 0.5 million (three and six months ended June 30, 2024:

As of June 30, 2025, the Company had $ 0.4 million (December 31, 2024:

nil ) of U.K.

laboratory equipment as held for sale in the condensed consolidated balance sheet.

The Company measures assets held for sale at the lower of the carrying amount or fair value less cost to sell.

The sale of U.K.

laboratory equipment is expected to be completed in 2025.

Intangible Assets, Net

The gross amount of amortizable intangible assets, consisting of acquired developed technology, was $ 31.6 million as of March 31, 2025 and December 31, 2024, respectively, and accumulated amortization was $ 10.5 million and $ 9.7 million as of March 31, 2025 and December 31, 2024, respectively.

The amortization expense for the three months ended March 31, 2025 was $ 0.8 million (three months ended March 31, 2024:

$ 0.8 million).

The gross amount of amortizable intangible assets, consisting of acquired developed technology, was $ 31.6 million as of June 30, 2025 and December 31, 2024, respectively, and accumulated amortization was $ 11.2 million and $ 9.7 million as of June 30, 2025 and December 31, 2024, respectively.

The amortization expense for the three and six months ended June 30, 2025 was $ 0.8 million and $ 1.6 million, respectively (three and six months ended June 30, 2024:

$ 0.8 million and $ 1.6 million, respectively).

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

BARINTHUS BIOTHERAPEUTICS PLC

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

Prepaid Expenses and Other Current Assets (in thousands):

5 unchanged sentences

Total $ 7,681 $ 6,203

BARINTHUS BIOTHERAPEUTICS PLC

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

Accrued Expenses and Other Current Liabilities (in thousands):

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Total $ 7,364 $ 9,525

1 Included in Accrued other as of March 31, 2025 is a provision of $ 1.4 million for severance costs for the reduction in workforce following the Company's announcement in January 2025 to prioritize its pipeline.

1 Included in Accrued other as of June 30, 2025 is a provision of $ 0.4 million for severance costs for the reduction in workforce following the Company's announcement in January 2025 to prioritize its pipeline.

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

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Sales of the 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 low to mid-double-digit percentage of any proceeds earned on any priority review voucher related to VTP-500 during the Royalty Period.

BARINTHUS BIOTHERAPEUTICS PLC

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

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

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

The Company intends to exit the Funding Agreement as part of aligning resources in accordance with the Company's strategy.

During the three months period ended March 31, 2025, nil (March 31, 2024:

$ 1.6 million) proceeds have been received and $ 0.3 million (March 31, 2024:

$ 0.2 million) income has been recognized in relation to this contract.

During the six months period ended June 30, 2025, nil (June 30, 2024:

$ 1.6 million) proceeds have been received.

For the three and six months ended June 30, 2025 $ 0.01 million and $ 0.3 million, respectively (three and six months ended June 30, 2024:

$ 0.6 million and $ 0.8 million, respectively) income has been recognized in relation to this contract.

This is presented as other operating income in the condensed 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 $ 1.5 million as of March 31, 2025 (December 31, 2024:

The remaining unused amounts of the Funding Agreement cash payments of $ 1.5 million as of June 30, 2025 (December 31, 2024:

$ 1.7 million) are reflected in restricted cash in the condensed consolidated balance sheets until expenditures contemplated in the Funding Agreement are incurred.

BARINTHUS BIOTHERAPEUTICS PLC

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

Deferred income

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

Changes in deferred income during the three months ended March 31, 2025 and 2024, are as follows (in thousands):

Three months ended March 31,

Changes in deferred income during the three and six months ended June 30, 2025 and 2024, are as follows (in thousands):

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

2025 2024 2025 2024

Beginning balance $ 1,461 $ 1,434 $ 1,738 $ —

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All ordinary shares rank pari passu as a single class.

The following is a summary of the rights and privileges of the holders of ordinary shares as of March 31, 2025:

The following is a summary of the rights and privileges of the holders of ordinary shares as of June 30, 2025:

Liquidation preference:

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However, it is possible under the Articles, for shareholders at a general meeting representing at least 75 % of the Company's ordinary shares present (in person or by proxy) and eligible to vote at that general meeting, to disapply these preemptive rights by passing a special resolution.

Such a disapplication of preemption

BARINTHUS BIOTHERAPEUTICS PLC

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

rights may be for a maximum period of up to five years from the date on which the shareholder resolution was passed.

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

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

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

BARINTHUS BIOTHERAPEUTICS PLC

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

On November 6, 2023, the Company held a general meeting where its shareholders approved resolutions granting the 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 pre-emption rights.

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

As of March 31, 2025, 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.

As of June 30, 2025, the Company had a contingent consideration liability of $ 2.5 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 American Depositary Shares, upon the achievement of certain milestones.

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

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

BARINTHUS BIOTHERAPEUTICS PLC

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

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

Three months ended March 31,

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

2025 2024 2025 2024

Beginning balance $ 2,652 $ 1,867 $ 2,650 $ 1,823

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Share-Based Compensation

During the three month period ended March 31, 2025, in accordance with the terms of the Annual Increase of the Barinthus Biotherapeutics plc Award Plan 2021 (the “Plan”), 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.

For the three months ended March 31, 2025, the Company granted 1,349,768 options to employees and directors with a weighted average grant date fair value of $ 0.85 per share and a weighted average exercise price of $ 1.00 per share (March 31, 2024:

During the six month period ended June 30, 2025, in accordance with the terms of the Annual Increase of the Barinthus Biotherapeutics plc Award Plan 2021 (the “Plan”), 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.

BARINTHUS BIOTHERAPEUTICS PLC

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

For the six months ended June 30, 2025, the Company granted 1,470,812 options to employees and directors with a weighted average grant date fair value of $ 0.85 per share and a weighted average exercise price of $ 1.00 per share (June 30, 2024:

granted 1,951,377 options, weighted average grant date fair value of $ 2.71 per share and a weighted average exercise price of $ 3.41 per share).

For the three months ended March 31, 2025, 396,807 options (March 31, 2024:

For the six months ended June 30, 2025, 1,016,357 options (June 30, 2024:

229,430 ) were forfeited.

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

Three months ended March 31,

Six months ended June 30,

Expected volatility 114.1 % 108.7 %

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Expected dividend yield — % — %

As of March 31, 2025, 8,133,504 options with a weighted average exercise price of $ 5.17 per share were outstanding (March 31, 2024:

As of June 30, 2025, 7,625,728 options with a weighted average exercise price of $ 5.30 per share were outstanding (June 30, 2024:

7,779,884 options with a weighted average exercise price of $ 6.19 per share were outstanding).

As of March 31, 2025, there was $ 2.9 million unrecognized compensation cost related to stock options, which is expected to be recognized over a weighted average period of 2.1 years.

As of June 30, 2025, there was $ 2.0 million unrecognized compensation cost related to stock options, which is expected to be recognized over a weighted average period of 2.0 years.

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

Three months ended March 31,

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

2025 2024 2025 2024

Research and development $ ( 1 ) $ 505 $ 67 $ 1,217

1 unchanged sentence

Total $ ( 281 ) $ 1,195 $ 187 $ 2,810

BARINTHUS BIOTHERAPEUTICS PLC

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

Commitments and Contingencies

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

The Company has not made or accrued any material payments under these license agreements during the three month periods ended March 31, 2025 and 2024.

The Company has not made or accrued any material payments under these license agreements during the six month periods ended June 30, 2025 and 2024.

BARINTHUS BIOTHERAPEUTICS PLC

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

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

1 unchanged sentence

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.

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.

It is more likely than not that the Company will cease the operating activities undertaken in the laboratory and office space in Harwell, Oxfordshire in 2025.

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

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

In 2024, an impairment charge to write down the U.K.

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Lease liability, non-current $ 9,952 $ 10,087

BARINTHUS BIOTHERAPEUTICS PLC

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

Three months ended March 31,

Six months ended June 30,

Other information

2 unchanged sentences

Weighted average discount rate 7.5 % 7.5 %

Three months ended March 31,

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

2025 2024 2025 2024

Operating leases 846 358 $ 1,659 $ 717

Total lease cost $ 846 $ 358 $ 1,659 $ 717

Future annual minimum lease payments under operating leases as of March 31, 2025, were as follows (in thousands):

BARINTHUS BIOTHERAPEUTICS PLC

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

Future annual minimum lease payments under operating leases as of June 30, 2025, were as follows (in thousands):

Remainder of 2025 $ 1,018

8 unchanged sentences

Related Party Transactions

During the three months ended March 31, 2025, the Company incurred expenses, related to clinical study costs, of $ 0.2 million (three months ended March 31, 2024:

$ 0.2 million) from Oxford University Innovation Limited, which is a wholly owned subsidiary of the Company’s shareholder, the University of Oxford.

As of March 31, 2025, the Company owed $ 0.2 million (December 31, 2024:

nil ) to the Oxford University Innovation Limited.

During the three and six months ended June 30, 2025, the Company incurred expenses, related to clinical study costs, of $ 0.1 million and $ 0.3 million, respectively (three and six months ended June 30, 2024:

$ 0.3 million and $ 0.5 million, respectively) from Oxford University Innovation Limited, which is a wholly owned subsidiary of the Company’s shareholder, the University of Oxford.

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

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Factors that might cause future results to differ materially from those projected in the forward-looking statements include, but are not limited to, those set forth in our Annual Report on Form 10-K and in other filings with the SEC.

We are 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.

We are a clinical-stage biopharmaceutical company focused on developing novel immunotherapeutic drug candidates for treating autoimmune and inflammatory diseases within the immunology and inflammation (“I&I”) space.

Helping patients and their families is the guiding principle at the heart of Barinthus Bio.

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Based on encouraging preclinical data, we believe that the SNAP-TI platform has the potential to impact multiple other I&I indications.

We are also evaluating two product candidates to treat infectious diseases and cancer that harness our proprietary viral vector platform technologies, consisting of ChAdOx and MVA;

We are also evaluating a product candidate to treat infectious disease that harnesses our proprietary viral vector platform technologies, consisting of ChAdOx and MVA;

these technologies are designed to increase disease-specific CD8+ T cells.

These include:

VTP-300, a Phase 2 immunotherapeutic treatment modality that is a component of a treatment regimen to establish functional cure in patients who are chronically infected by the hepatitis B virus, and VTP-850, a second-generation immunotherapeutic candidate for the prevention of recurrence of prostate cancer.

VTP-850 is being tested in patients in a Phase 1 clinical trial in prostate cancer after surgical resection.

We intend to progress the development of these product candidates by completing the ongoing clinical trials and are seeking a partner or collaborator for continuing development.

Alongside these proprietary programs, we have partnerships in place to advance additional prophylactic and therapeutic product candidates utilizing our viral vector platforms, including VTP-500 for Middle East Respiratory Syndrome, or MERS, VTP-400 for Herpes Zoster infections, and VTP-600 with potential for multiple cancer indications, including Non-Small Cell Lung Cancer (“NSCLC”), and Squamous Esophageal Cancer.

We also co-invented a COVID-19 vaccine with the University of Oxford, which was exclusively licensed worldwide to AstraZeneca U.K.

Limited (“AstraZeneca”).

We believe our core capabilities at the intersection of T cell immunology and immunotherapeutic technology platforms combined with our track record of successfully executing development path activities uniquely position us to navigate towards delivering promising new treatments for patients with auto-immune and inflammatory diseases and building value for shareholders.

VTP-300, a Phase 2 immunotherapeutic treatment modality that is a component of a treatment regimen to establish functional cure in patients who are chronically infected by the hepatitis B virus.

We intend to progress the development of this product candidate by completing the ongoing clinical trials and are seeking a partner or collaborator for continuing development.

We believe our core capabilities at the intersection of T cell immunology and immunotherapeutic technology platforms combined with our track record of successfully executing development path activities uniquely position us to navigate towards delivering promising new treatments for patients with autoimmune and inflammatory diseases and building value for shareholders.

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

For the three months ended March 31, 2025, we incurred a net loss of $19.7 million.

As of March 31, 2025, we had an accumulated deficit of $257.3 million, and we do not currently expect positive cash flows from operations in the foreseeable future.

For the three and six months ended June 30, 2025, we incurred a net loss of $21.2 million and $40.8 million, respectively.

As of June 30, 2025, we had an accumulated deficit of $278.4 million, and we do not currently expect positive cash flows from operations in the foreseeable future.

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

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• establishing either our own manufacturing capabilities or satisfactory agreements with third-party manufacturers for clinical supply for later stages of development and commercial manufacturing;

• entry into collaborations where appropriate to further the development of our product candidates;

• entry into collaborations or partnerships, where appropriate, to further the development of our product candidates;

• obtaining and maintaining intellectual property and trade secret protection or regulatory exclusivity for our product candidates as well as qualifying for, maintaining, enforcing and defending such intellectual property rights and claims;

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Recent Developments

On May 7, 2025, we announced primary endpoint data from two ongoing clinical trials in people with chronic hepatitis B (“CHB ” ), at the European Association for the Study of the Liver (“EASL ” ) Congress 2025.

The presentations included preliminary results from the Phase 2b clinical trial (HBV003), as well as results from the Phase 2a clinical trial (IM-PROVE II, AB-729-202) in partnership with Arbutus Biopharma, both in people with CHB receiving ongoing standard of care nucleos(t)ide analogue (“NUC ” ) therapy.

VTP-300 and Low-dose Nivolumab

The HBV003 study is evaluating the safety, immunogenicity and disease modifying activity of three different dosing regimens of VTP-300 in combination with low-dose nivolumab (“LDN”), an anti-PD-1 monoclonal antibody.

The preliminary analysis showed that in CHB participants with hepatitis B surface antigen (“HBsAg”) levels of <200 IU/mL, meaningful reductions in HBsAg (>1 log decline) occurred soon after dosing on Day 29 in all treatment groups and were maintained to Day 169.

In the two best treatment arms HBsAg declines of ≥1 log at Day 169 were observed in 33% (15/45) of participants with HBsAg ≤200 IU/mL at baseline, and 22% (10/45) of participants achieved HBsAg loss at any timepoint.

71% of participants (48 of 68) met the criteria for discontinuation of NUC therapy.

NUC discontinuation was optional;

two participants achieved functional cure and one seroconverted to HBsAg positivity.

Treatment with VTP-300 in combination with LDN was generally well-tolerated, with no related serious adverse events reported.

The primary analysis confirms observations from previous interim data, which indicated that stronger responses occurred in participants treated with the combination of VTP-300 and LDN (Groups 1 and 2).

IM-PROVE II data:

imdusiran and VTP-300

Our collaboration partners, Arbutus Biopharma (ABUS), presented data from the IM-PROVE II phase 2a clinical trial, including end of study data from Groups A and B and data though week 84 for Group C, showing that 25% (2/8) of participants with starting baseline HBsAg levels less than 1000 IU/mL that received the combination of imdusiran (“IDR”), VTP-300 and LDN reached functional cure, 3 of 13 participants (23%) receiving IDR+VTP-300+LDN had undetectable HBsAg levels at week 48, and all (3/3) of participants with HBsAg loss seroconverted.

Treatment with IDR and VTP-300 was generally well-tolerated, with no serious adverse events or treatment discontinuations reported.

Impact of Israel and Gaza Conflict and Ukraine Crisis and Iran Conflict

In respect of the international conflict in Israel and Gaza, situation in Ukraine and Iran conflict, we have no operations or suppliers based in Israel or Gaza, or in Ukraine, Belarus, Russia or Iran, and as a result, as of the date of this Quarterly Report on Form 10-Q, we believe the impact on our business, operations and financial condition will be minimal.

The first and second cohorts of the single ascending dose part of the Phase 1 AVALON clinical trial have been dosed, with no treatment related serious adverse events reported to date.

Screening for enrollment into the third and final cohort in this part of the trial is ongoing, and is anticipated to be complete in the third quarter of 2025.

We anticipate having safety, tolerability and biomarker data available from this phase of the trial early in the fourth quarter of 2025.

In June 2025, the FDA approved an amendment of the protocol to open the multiple ascending dose cohort of the respective dose following successful completion of the corresponding single ascending dose cohort;

consequently we opened the multiple ascending dose part of the Phase 1 AVALON clinical trial in July 2025.

Impact of International Conflicts

In respect of the international conflicts in Gaza, Ukraine and Iran, we have no operations or suppliers based in Israel, Gaza, Ukraine, Belarus, Russia, or Iran, and as a result, as of the date of this Quarterly Report on Form 10-Q, we believe the impact on our business, operations and financial condition will be minimal.

Impact of Global Economic Conditions and Inflationary Pressures

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Research and Development Expenses

Since our inception, we have focused significant resources on our research and development activities, including establishing and building on our adenovirus platform, further enhancing our in-licensed ChAdOx1, ChAdOx2 and MVA vectors, developing a next-generation adenoviral vector, acquiring new technology platforms including SNAP-TI, conducting preclinical studies, developing various manufacturing processes, advancing our clinical programs.

Research and development activities account for a large portion of our operating expenses, and product candidates in later stages of development generally have higher development costs than those in earlier stages, due to larger and more complex clinical trials, manufacturing scale-up and an increase in research and development headcount to oversee these activities.

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Based on prior claims and the split of qualifying spend it is expected that the PAYE cap is unlikely to affect the net benefit.

Furthermore, legislation included in Finance Act 2024 restricts the extent to which payments to contractors for R&D, and externally provided workers can qualify for R&D relief where R&D activity takes place outside the U.K.

This may restrict the ability to include cost incurred on externally provided workers ( “ EPWs ” ) based in the U.S.

Furthermore, legislation included in Finance Act 2024 restricts the extent to which payments to contractors for R&D and externally provided workers can qualify for R&D relief where R&D activity takes place outside the U.K., which may restrict the ability to include cost incurred on externally provided workers ( “ EPWs ” ) based in the U.S.

For 2024, we benefited from the applicable United Kingdom research and development tax credit regime, being the Small and Medium-sized Enterprises R&D tax relief program ( “ 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 ( “ RDEC Program ” ).

Under the SME Program, we were able to surrender some of our 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 30% of total expenditure.

From the analysis performed, we have not and do not 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.

Under both the merged RDEC scheme and the SME program, a company qualifies as an R&D intensive business if R&D expenditure constitutes at least 30% of total expenditure.

From the analysis performed, we have not and do not expect to claim under the loss-making R&D intensive scheme criteria primarily due to the proportion of total relevant expenditure occurring outside the United Kingdom.

In future years, we may not be able to continue to claim research and development tax credits under the United Kingdom research and development tax credit regime if we no longer qualify based on the eligibility criteria.

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

for the three months ended March 31, 2025 and 2024.

for the six months ended June 30, 2025 and 2024.

Critical Accounting Policies and Use of Estimates

This discussion and analysis of financial condition and results of operations is based on our condensed consolidated financial statements, which have been prepared in accordance with accounting principles generally accepted in the United States ( “ GAAP ” ).

The preparation of financial statements requires management to make estimates and judgments that affect the reported amounts of assets and liabilities and disclosures of contingent assets and liabilities as of the date of the financial statements and the reported amounts of revenue, income and expenses during the reporting period.

On an ongoing basis, management evaluates its estimates, including those related to fair value of contingent consideration and impairment of intangible assets.

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Therefore, we performed both a qualitative and quantitative assessment in January 2025 and determined the carrying amount of our intangible assets are recoverable.

As of March 31, 2025, we did not identify any additional circumstances that may indicate the carrying amount of our long-lived assets, including intangible assets, are not recoverable and hence no impairment has been recorded.

As of June 30, 2025, we did not identify any additional circumstances that may indicate the carrying amount of our long-lived assets, including intangible assets, are not recoverable and hence no impairment has been recorded.

Contingent Consideration

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Results of Operations

Comparison of the Three Months Ended March 31, 2025 and 2024

Comparison of the Three Months Ended June 30, 2025 and 2024

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

Three months ended March 31, 2025 Three months ended March 31, 2024 Change

Three months ended June 30, 2025 Three months ended June 30, 2024 Change

Operating expenses:

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Research and Development Expenses

The following table summarizes our research and development expenses for the three months ended March 31, 2025 and 2024 (in thousands):

Three months ended March 31, 2025 Three months ended March 31, 2024 Change

The following table summarizes our research and development expenses for the three months ended June 30, 2025 and 2024 (in thousands):

Three months ended June 30, 2025 Three months ended June 30, 2024 Change

Direct research and development expenses:

VTP-1000 Celiac $ 1,782 $ 1,371 $ 411

VTP-300 HBV 1,837 3,034 (1,197)

Other clinical programs 1

642 1,125 (483)

Other pre-clinical programs 449 908 (459)

Total direct research and development expenses 4,710 6,438 (1,728)

Indirect research and development expenses:

Personnel-related (including share-based compensation) 2

2,450 4,763 (2,313)

Facility related 350 342 8

Other indirect costs 443 119 324

Total indirect research and development expenses 3,243 5,224 (1,981)

Total research and development expenses $ 7,953 $ 11,662 $ (3,709)

1 This includes expenses relating to the infectious disease and oncology programs;

VTP-850 Prostate cancer, VTP-200 HPV, VTP-600 NSCLC (the Phase 1/2a trial is sponsored by Cancer Research UK) and VTP-500 MERS (funded pursuant to an agreement with the Coalition for Epidemic Preparedness Innovations (“CEPI”).

Expenses relating to these programs were previously presented separately, but are now aggregated for the prior period comparative.

2 This includes $0.1 million and $0.2 million for the three months ended June 30, 2025 and 2024, respectively, of personnel-related indirect expenses relating to time spent progressing the VTP-500 MERS program, which is funded by CEPI.

Our research and development expenses for the three months ended June 30, 2025 and 2024 were $8.0 million and $11.7 million, respectively.

Direct expenses for the three months ended June 30, 2025 and 2024 were $4.7 million and $6.4 million, respectively, and consisted of outside services, consultants, laboratory materials, clinical trials, manufacturing of clinical trial materials, as well as costs for external preclinical services and sample testing.

Of the $1.7 million decrease, $2.1 million pertains to a net decrease in spend across the infectious disease and oncology programs following the strategic decision to prioritize pipeline assets within the I&I space offset by an increase of $0.4 million pertaining to spend on VTP-1000 as the program has progressed into the clinic in the ongoing Phase 1 AVALON clinical trial, having completed the IND enabling studies and manufacturing of drug product during 2024.

Indirect research and development expenses for the three months ended June 30, 2025 and 2024 were $3.2 million and $5.2 million, respectively.

The decrease of $2.0 million primarily relates to the reduction in headcount in the research and manufacturing teams, following our announcements in June 2024 and January 2025 to prioritize our pipeline and as a result, reduce the size of the workforce and the associated personnel-related expense (including share-based compensation).

General and Administrative Expenses

General and administrative expenses for the three months ended June 30, 2025 and 2024 were $15.4 million and $7.2 million, respectively.

The increase of $8.2 million relates primarily to a loss of $8.0 million on foreign exchange for the three months ended June 30, 2025, compared to a loss of $0.1 million for the three months ended June 30, 2024, primarily relating to an increase in unrealized losses on foreign exchange driven mainly by translation of United States dollar balances in pound sterling denominated entities , and an increase of $2.0 million in professional fees attributable to increased strategic activity, offset by a decrease of $1.5 million in personnel-related expenses relating to the reduction in headcount in the general and administrative teams, following our announcements in June 2024 and January 2025 to prioritize our pipeline and as a result, reduce the size of the workforce and the associated personnel-related expense (including share-based compensation).

Other Operating Income

For the three months ended June 30, 2025 and 2024, other operating income was $0.01 million and $0.6 million, respectively, resulting from a reduction in the spend on the development of VTP-500 for the prevention of MERS and associated utilization of the funding provided by CEPI under the Funding Agreement, following the strategic decision to prioritize pipeline assets within the I&I space.

Interest Income

For the three months ended June 30, 2025 and 2024, interest income was $0.5 million and $0.6 million, respectively, with the decrease resulting from both the reduction in interest rates and the reduction in cash amounts on short-term cash deposits held by Barinthus Biotherapeutics (UK) Limited.

Research and Development Incentives

For the three months ended June 30, 2025 and 2024, research and development incentives were $1.3 million and $0.7 million, respectively.

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

The increase of $0.6 million is primarily due to an increase in qualifying research and development activities following completion of the 2024 claim.

For the three months ended June 30, 2025 and 2024, other income was $0.3 million and $0.02 million, respectively.

This increase primarily relates to a $0.3 million gain on disposal of property plant and equipment recorded in the second quarter of 2025 following the auction of U.K.

lab equipment.

Comparison of the Six Months Ended June 30, 2025 and 2024

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

Six months ended June 30, 2025 Six months ended June 30, 2024 Change

Operating expenses:

Research and development

16,243 22,787 (6,544)

General and administrative 28,023 13,195 14,828

Total operating expenses 44,266 35,982 8,284

Other operating income 342 782 (440)

Loss from operations (43,924) (35,200) (8,724)

Other income/(expense)

Interest income 1,079 1,410 (331)

Interest expense (25) (24) (1)

Research and development incentives 1,644 1,287 357

Other income 395 20 375

Total other income 3,093 2,693 400

Loss before income tax

(40,831) (32,507) (8,324)

Tax benefit 47 44 3

Net loss $ (40,784) $ (32,463) $ (8,321)

Research and Development Expenses

The following table summarizes our research and development expenses for the six months ended June 30, 2025 and 2024 (in thousands):

Six months ended June 30, 2025 Six months ended June 30, 2024 Change

Direct research and development expenses by program:

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Expenses relating to these programs were previously presented separately, but are now aggregated for the prior period comparative.

2 This includes $0.07 million and $0.14 million for the three months ended March 31, 2025 and 2024, respectively, of personnel-related indirect expenses relating to time spent progressing the VTP-500 MERS program, which is funded by CEPI.

Our research and development expenses for the three months ended March 31, 2025 and 2024 were $8.3 million and $11.1 million, respectively.

Direct expenses for the three months ended March 31, 2025 and 2024 were $3.5 million and $5.8 million, respectively, and consisted of outside services, consultants, laboratory materials, clinical trials, manufacturing of clinical trial materials, as well as costs for external preclinical services and sample testing.

Of the $2.3 million decrease, $2.0 million pertains to a net decrease in spend across the infectious disease and oncology programs following the strategic decision to prioritize pipeline assets within the immunology and inflammation space, and $0.4 million pertains to a decrease in spend on VTP-1000 as the program has progressed into the clinic in the ongoing Phase 1 AVALON clinical trial, having completed the IND enabling studies and manufacturing of drug product during 2024.

Indirect research and development expenses for the three months ended March 31, 2025 and 2024 were $4.8 million and $5.3 million, respectively.

The decrease of $0.5 million primarily relates to the reduction in headcount in the research and manufacturing teams, following the Company’s announcements in June 2024 and January 2025 to prioritize its pipeline and as a result, reduce the size of the workforce.

2 This includes $0.1 million and $0.3 million for the six months ended June 30, 2025 and 2024, respectively, of personnel-related indirect expenses relating to time spent progressing the VTP-500 MERS program, which is funded by CEPI.

Our research and development expenses for the six months ended June 30, 2025 and 2024 were $16.2 million and $22.8 million, respectively.

Direct expenses for the six months ended June 30, 2025 and 2024 were $8.2 million and $12.3 million, respectively, and consisted of outside services, consultants, laboratory materials, clinical trials, manufacturing of clinical trial materials, as well as costs for external preclinical services and sample testing.

Of the $4.1 million decrease, $4.1 million pertains to a net decrease in spend across the infectious disease and oncology programs following the strategic decision to prioritize pipeline assets within the I&I space.

Indirect research and development expenses for the six months ended June 30, 2025 and 2024 were $8.0 million and $10.5 million, respectively.

The decrease of $2.5 million primarily relates to the reduction in headcount in the research and manufacturing teams, following our announcements in June 2024 and January 2025 to prioritize our pipeline and as a result, reduce the size of the workforce and the associated personnel-related expense (including share-based compensation).

General and Administrative Expenses

General and administrative expenses for the three months ended March 31, 2025 and 2024 were $12.6 million and $6.0 million, respectively.

The increase of $6.6 million relates primarily to a loss of $4.4 million on foreign exchange for the three months ended March 31, 2025, compared to a gain of $1.2 million for the three months ended March 31, 2024, a $0.7 million increase in depreciation charges due to the decreased estimated useful lives of the U.K.

right of use asset, leasehold improvements and laboratory equipment and a $0.3 million increase in personnel-related expenses mainly relating to severance costs.

General and administrative expenses for the six months ended June 30, 2025 and 2024 were $28.0 million and $13.2 million, respectively.

The increase of $14.8 million relates primarily to a loss of $12.4 million on foreign exchange for the six months ended June 30, 2025, compared to a gain of $1.1 million for the six months ended June 30, 2024, primarily relating to an increase in unrealized losses on foreign exchange driven mainly by translation of United States dollar balances in pound sterling denominated entities , and an increase of $2.1 million in professional fees attributable to increased strategic activity, a $1.3 million increase in depreciation charges due to the decreased estimated useful lives of the U.K.

right of use asset, leasehold improvements and laboratory equipment, offset by a decrease of $1.1 million in personnel-related expenses relating to the reduction in headcount in the general and administrative teams, following our announcements in June 2024 and January 2025 to prioritize our pipeline and as a result, reduce the size of the workforce and the associated personnel-related expense (including share-based compensation).

Other Operating Income

For the three months ended March 31, 2025 and 2024, other operating income was $0.3 million and $0.2 million, respectively, resulting from the funding provided by CEPI under the Funding Agreement, dated December 20, 2023, entered into by and among us, the Chancellors, Masters and Scholars of the University of Oxford and the CEPI for the development of VTP-500 through Phase 2 clinical trials for the prevention of MERS.

For the six months ended June 30, 2025 and 2024, other operating income was $0.3 million and $0.8 million, respectively, resulting from a reduction in activity and winding down the development of VTP-500 for the prevention of MERS, and associated utilization of the funding provided by CEPI under the Funding Agreement.

Interest Income

For the three months ended March 31, 2025 and 2024, interest income was $0.6 million and $0.8 million, respectively, resulting from the reduction in interest rates earned on our short-term cash deposits held by Barinthus Biotherapeutics (UK) Limited.

For the six months ended June 30, 2025 and 2024, interest income was $1.1 million and $1.4 million, respectively, with the decrease resulting from both the reduction in interest rates and the reduction in cash amounts on short-term cash deposits held by Barinthus Biotherapeutics (UK) Limited.

Research and Development Incentives

For the three months ended March 31, 2025 and 2024, research and development incentives were $0.3 million and $0.6 million, respectively.

For the six months ended June 30, 2025 and 2024, research and development incentives were $1.6 million and $1.3 million, respectively.

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

The decrease of $0.3 million is due to a reduction in expenses incurred that are eligible for the research and development tax credit regime, following strategic prioritization of our U.S.

based immune tolerance research and development programs announced in January 2025.

For the three months ended March 31, 2025 and 2024, the tax benefit was $0.02 million and $0.04 million respectively, which primarily relates to movements in deferred tax.

The increase of $0.3 million is primarily due to an increase in qualifying research and development activities following completion of the 2024 claim.

For the six months ended June 30, 2025 and 2024, other income was $0.4 million and $0.02 million.

This increase primarily relates to a $0.3 million gain on disposal of property plant and equipment recorded in the second quarter of 2025 following the auction of U.K.

lab equipment.

Liquidity and Capital Resources

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

Through March 31, 2025, we have received gross proceeds of approximately $330.1 million from the issuance of our ordinary and preferred shares and convertible loan notes.

As of March 31, 2025, we had cash, cash equivalents and restricted cash of $100.6 million.

Through June 30, 2025, we have received gross proceeds of approximately $330.1 million from the issuance of our ordinary and preferred shares and convertible loan notes.

As of June 30, 2025, we had cash, cash equivalents and restricted cash of $87.8 million.

Key financing and corporate milestones include the following:

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We also simultaneously entered into a sales agreement with Jefferies LLC, as sales agent, providing for the offering, issuance and sale by us of up to an aggregate of $75.0 million of our ordinary shares represented by ADSs from time to time in “at-the-market” offerings under the Shelf.

As of March 31, 2025, we have sold 2,558,586 ordinary shares represented by ADSs under the sales agreement, amounting to net proceeds of $5.1 million.

We do not currently expect positive cash flows from operations in the foreseeable future, if at all.

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

Three months ended March 31, 2025 Three months ended March 31, 2024

Six months ended June 30, 2025 Six months ended June 30, 2024

Net cash used in operating activities $ (33,011) $ (23,828)

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Cash Used in Operating Activities

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

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

During the three months ended March 31, 2024, net cash used in operating activities was $11.8 million, primarily resulting from our net loss of $15.5 million adjusted by share based compensation of $1.6 million, depreciation and amortization of $1.4 million, non-cash lease expense of $0.4 million, foreign exchange gain of $1.0 million and changes in our operating assets and liabilities, net of $1.3 million primarily related to a $1.9 million decrease in prepaid expenses and other current assets, $1.4 million increase in deferred revenue, $1.3 million decrease in accounts payable and accrued expenses and $0.3 million decrease in operation lease liabilities.

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

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

During the six months ended June 30, 2024, net cash used in operating activities was $23.8 million, primarily resulting from our net loss of $32.5 million adjusted by share based compensation of $2.8 million, depreciation and amortization of $2.9 million, non-cash lease expense of $0.7 million, unrealized foreign exchange gain of $0.6 million and changes in our operating assets and liabilities, net of $2.7 million primarily related to a $2.1 million decrease in accounts payable and accrued expenses, other current assets, $0.8 million increase in deferred income, and $0.8 million decrease in operation lease liabilities.

Net Cash Used in Investing Activities

During the three months ended March 31, 2025 and 2024, cash used in investing activities was $0.005 million and $0.3 million, respectively.

These amounts resulted primarily from capital expenditures related to lab equipment and leasehold improvements in our United Kingdom facility.

During the six months ended June 30, 2025 and 2024, cash used in investing activities was $0.04 million and $0.5 million, respectively.

For the six months ended June 30, 2024, these amounts resulted primarily from capital expenditures related to lab equipment and leasehold improvements in our facilities in Germantown, Maryland, U.S.

Net Cash Provided by Financing Activities

During the three months ended March 31, 2025, cash provided by financing activities was $0.002 million.

These amounts primarily related to net proceeds received from the issuance of ordinary shares through stock exercises.

During the three months ended March 31, 2024, cash provided by financing activities was $0.5 million.

These amounts primarily related to net proceeds received from the issuance of ordinary shares through the “ at-the-market ” sales agreement.

During the six months ended June 30, 2025, cash provided by financing activities related only to net proceeds received from the issuance of ordinary shares through stock exercises.

During the six months ended June 30, 2024, cash provided by financing activities of $0.9 million primarily related to net proceeds received from the issuance of ordinary shares through the “ at-the-market ” sales agreement.

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

During the three months ended March 31, 2025 and 2024, the effect of foreign exchange on cash, cash equivalents and restricted cash was a gain of $3.1 million and a loss of $0.5 million respectively, primarily as a result of fluctuations between the United States dollar and pound sterling exchange rates.

During the six months ended June 30, 2025 and 2024, the effect of foreign exchange on cash, cash equivalents and restricted cash was a gain of $8.4 million and a loss of $0.8 million respectively, primarily as a result of a translational gain from the conversion of balances in pound sterling denominated entities to the United States dollar reporting currency .

Future Funding Requirements

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

We have negative operating cash flows for the period ended March 31, 2025 and as of March 31, 2025, we had an accumulated deficit of $257.3 million.

We have negative operating cash flows for the period ended June 30, 2025 and as of June 30, 2025, we had an accumulated deficit of $278.4 million.

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

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• attract, hire and retain additional clinical, regulatory, quality control and other personnel;

• conduct preclinical studies and clinical trials for our current and future product candidates based on our proprietary biologic and synthetic platforms, including the Chimpanzee Adenovirus Oxford ( “ ChAdOx ” ) and Modified vaccinia Ankara ( “ MVA ” ), vectors, SNAP-TI, SNAP-CI and our other technologies;

• conduct preclinical studies and clinical trials for our current and future product candidates based on our proprietary synthetic and biologic platforms, including SNAP-TI, the Chimpanzee Adenovirus Oxford ( “ ChAdOx ” ) and Modified vaccinia Ankara ( “ MVA ” ) vectors;

• expand our operational, financial and management systems and increase personnel, including personnel to support our clinical development, manufacturing and commercialization efforts and our operations as a public company;

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• the timing of, success achieved and the costs involved in obtaining regulatory and marketing approvals and developing our ability to establish license or sale transactions and/or sales and marketing capabilities, if any, for our current and future product candidates if clinical trials and approval processes are successful;

• the success of our collaborations with CEPI, Oxford University/OUI, Arbutus, CanSino, CRUK and the Ludwig Institute and any future collaboration partners;

• the success of our collaborations with CEPI, Oxford University/OUI, Arbutus, CanSino, Cancer Research UK, and the Ludwig Institute and any future collaboration partners;

• our ability to establish, maintain or terminate collaborations, strategic licensing or other arrangements, and the financial terms of such agreements;

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

however, the amount, timing and likelihood of such payments are not known as of March 31, 2025.

however, the amount, timing and likelihood of such payments are not known as of June 30, 2025.

Emerging Growth Company Status

5 unchanged sentences

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

What changed 10-Q

Item 1. Financial Statements