What changed in this filing

/stocks — the workspaceLOADING

Item 5. Market for Registrant’s Common Equity

2026-03-13 compared with 2025-03-20 · 72 added, 52 removed, 69 unchanged (64% of the section changed)

3 unchanged sentences

Holders of Our ADSs

Our ADSs each represen one ordinary share, nominal value £0.000025 per share, of Barinthus Biotherapeutics plc.

Our ADSs each represent one ordinary share, nominal value £0.000025 per share, of Barinthus Biotherapeutics plc.

An ADS may be evidenced by an American Depositary Receipt issued by the Bank of New York Mellon as depositary bank.

8 unchanged sentences

Tax Considerations

The following discussion is limited to an overview of the tax consequences of ownership and disposition of ordinary shares, or such shares represented by ADSs (those ordinary shares or ADSs deriving over 75% of their value otherwise than from United Kingdom land).

The following discussion is limited to a general guide to current U.K.

tax law and HM Revenue & Customs, or HMRC, published guidance (which is not binding) applying as at the date of this Annual Report (both of which are subject to change at any time, possibly with retrospective effect) relating to the ownership and disposition of ordinary shares, or such shares represented by ADSs.

Each shareholder should however seek individual tax advice as specific rules may apply in certain circumstances.

The United Kingdom tax consequences discussed below do not reflect a complete analysis or listing of all the possible United Kingdom tax consequences that may be relevant to holders of our ordinary shares or ADSs.

tax consequences discussed below do not constitute legal or tax advice and do not reflect a complete analysis or listing of all the possible U.K.

tax consequences that may be relevant to holders of our ordinary shares or ADSs.

It is written on the basis that we do not (and will not) directly or indirectly derive 75% or more of its qualifying asset value from U.K.

land, and that we are and will remain solely resident in the U.K.

for tax purposes and will therefore be subject to the U.K.

tax regime and not the U.S.

Except to the extent that the position of non-U.K.

resident persons is expressly referred to, this guide relates only to persons who are resident for tax purposes solely in the U.K.

and do not have a permanent establishment, branch or agency (or equivalent) in any other jurisdiction with which the holding of our ordinary shares or ADSs is connected, who are absolute beneficial owners of our ordinary shares or ADSs (and do not hold our ordinary shares or ADSs through an Individual Savings Account or a Self-Invested Personal Pension or any other wrapper or similar product) (a “U.K.

This guide may not relate to certain classes of U.K.

Holders, such as (but not limited to):

• persons who are connected with us;

• financial institutions;

• insurance companies;

• charities or tax-exempt organizations;

• collective investment schemes;

• pension schemes;

• market makers, intermediaries, brokers or dealers in securities or persons who hold ordinary shares or ADSs otherwise than as an investment;

• persons who have (or are deemed to have) acquired their ordinary shares or ADSs by virtue of an office or employment or who are or have been our officers or employees or any of our affiliates.

The decision of the First-tier Tribunal (Tax Chamber) in HSBC Holdings PLC and The Bank of New York Mellon Corporation v HMRC (2012) cast some doubt on whether a holder of a depositary receipt is the beneficial owner of the underlying shares.

However, based on published HMRC guidance we would expect that HMRC will regard a holder of ADSs as holding the beneficial interest in the underlying shares and therefore these paragraphs assume that a holder of ADSs is the beneficial owner of the underlying ordinary shares and any dividends paid in respect of the underlying ordinary shares (where the dividends are regarded for U.K.

purposes as that person’s own income) for U.K.

direct tax purposes.

Chargeable Gains

A disposal or deemed disposal of ordinary shares or ADSs by a holder resident in the United Kingdom for tax purposes or subject to U.K.

taxation (a “ U.K.

A disposal or deemed disposal of ordinary shares or ADSs by a U.K.

holder may, depending on such holder’s circumstances and subject to any available exemptions or reliefs (such as the annual exemption), give rise to a chargeable gain or an allowable loss for the purposes of U.K.

3 unchanged sentences

income tax at either the higher or the additional rate is liable to U.K.

capital gains tax on the disposal of ordinary shares or ADSs, the current applicable rate will be 20% (for the tax years 2023/2024 and 2024/2025).

capital gains tax on the disposal of ordinary shares or ADSs, the current applicable rate will be 24% (for the tax year 2025/2026).

For an individual U.K.

1 unchanged sentence

income tax at the basic rate and liable to U.K.

capital gains tax on such disposal, the current applicable rate would be 10% (for the tax years 2023/2024 and 2024/2025), save to the extent that any capital gains when aggregated with the U.K.

capital gains tax on such disposal, the current applicable rate would be 18% (for the tax year 2025/2026), save to the extent that any capital gains when aggregated with the U.K.

Holder’s other taxable income and gains in the relevant tax year exceed the unused basic rate tax band.

In that case, the capital gains tax rate currently applicable to the excess would be 20% (for the tax years 2023/2024 and 2024/2025).

In that case, the capital gains tax rate currently applicable to the excess would be 24% (for the tax year 2025/2026).

If a corporate U.K.

1 unchanged sentence

corporation tax on the disposal (or deemed disposal) of ordinary shares or ADSs, the main rate of U.K.

corporation tax would apply (currently at 25% for companies with profits of more than £250,000 or 19% for companies with profits not exceeding £50,000 with a marginal relief applying to profits between £50,000 and £250,000, in each case, for the 2023/2024 and 2024/2025 tax years).

Any chargeable gain (or allowable loss) will generally be calculated by reference to the consideration received for the disposal of the ADSs less the allowable cost to the U.K.

10 unchanged sentences

at the time of the disposal.

Stamp Duty and Stamp Duty Reserve Tax

Stamp duty and/or stamp duty reserve tax (“SDRT”) are imposed in the United Kingdom on certain transfers of securities (including shares in companies which, like us, are incorporated in the United Kingdom) at a rate of 0.5% of the consideration paid for the transfer.

Certain transfers of shares to depositaries or into clearance systems are charged a higher rate of 1.5%.

Transfers of interests in shares within a depositary or clearance system, and from a depositary to a clearance system, are generally exempt from stamp duty and SDRT.

Under current U.K.

tax law, no U.K.

SDRT (or, where effected by a written instrument, U.K.

stamp duty) should generally be payable in respect of an issue or transfer of ordinary shares, including an unconditional agreement to transfer ordinary shares to a clearance service or a depositary receipt system (including to a nominee or agent for a person whose business is or includes the issue of depositary receipts or the provision of clearance services) where the transfer is carried out for the purpose of raising new capital, unless the clearance service has made and maintained an election under section 97A of the U.K.

Finance Act 1986, or a section 97A election.

It is understood that HMRC regards the facilities of DTC as a clearance service for these purposes and we are not aware of any section 97A election having been made by DTC.

Any stamp duty or SDRT payable on a transfer of ordinary shares to a depositary receipt system or clearance service or in respect of a transfer within a depositary receipt system or clearance service, will strictly be accountable by the clearance service or depositary receipt system operator or their nominee, as the case may be, but will in practice generally be paid by the transferors or participants in the clearance service or depositary receipt system.

Specific professional advice should be sought before incurring or reimbursing the costs of a U.K.

stamp duty or U.K.

SDRT charge in any circumstances.

Any transfer of, or unconditional agreement to transfer, our ordinary shares that occurs outside the DTC system, including repurchases by us, will ordinarily attract stamp duty or SDRT at a rate of 0.5% of the amount or value of the consideration payable for the transfer (and in the case of stamp duty, rounded up to the next multiple of £5), unless the transfer is to a connected company and in which case a market value may apply.

This duty must be paid (and where applicable the transfer document stamped by HMRC) before the transfer can be registered in our books.

Typically stamp duty would be paid by the purchaser of the ordinary shares.

This duty must be paid (and where applicable the transfer document stamped by HMRC) before the transfer can be registered in our books.

Typically stamp duty would be paid by the purchaser of the ordinary shares.

A transfer of title in our ordinary shares from within the DTC system out of the DTC system will not attract stamp duty or SDRT if undertaken for no consideration.

If those ordinary shares are redeposited into DTC (which may only be done via a deposit of the ordinary shares first with an appropriate offshore depositary followed by a transfer of the ordinary shares from the offshore depositary into DTC), however, the redeposit will attract stamp duty or SDRT at a rate of 1.5%.

stamp duty or SDRT should be payable on the issue of ADSs in the Company.

stamp duty or SDRT should be required to be paid in respect of a paperless transfer of ADSs through the facilities of DTC, provided that no section 97A election has been made and maintained by DTC, and such ADSs are held through DTC at the time of any agreement for their transfer.

We are not aware of any section 97A election having been made by the DTC.

On the basis of current published HMRC guidance, an ADR is not regarded as stock or a marketable security for the purposes of U.K.

stamp duty or a chargeable security for the purposes of U.K.

SDRT and, as such, no U.K.

stamp duty or SDRT should be required to be paid on the issue or transfer of (including an agreement to transfer) ADSs in the Company.

Taxation of Dividends

13 unchanged sentences

Holder who receives a dividend in the 2025/2026 tax year will be entitled to a dividend tax-free allowance of £500.

However, the U.K.

government has legislated to reduce the dividend tax-free allowance to £500 with effect from April 2024 (i.e.

for the 2024/2025 tax year).

Income within the dividend tax-free allowance counts towards an individual’s basic, higher or additional rate limits and may, therefore, affect the level of income tax personal allowance to which they are entitled.

Dividend income received in excess of the dividend tax-free allowance will (subject to the availability of any income tax personal allowance) be charged at 8.75% to the extent the excess amount falls within the basic rate band, 33.75% to the extent the excess amount falls within the higher rate band and 39.35% to the extent the excess amount falls within the additional rate band.

Dividend income received in excess of the dividend tax-free allowance will (subject to the availability of any income tax personal allowance) be charged at 8.75% for the tax year 2025/2026 (rising to 10.75% for the tax year 2026/2027) to the

extent the excess amount falls within the basic rate band, 33.75% for the tax year 2025/2026 (rising to 35.75% for the tax year 2026/2027) to the extent the excess amount falls within the higher rate band and 39.35% (for the tax years 2025/2026 and 2026/2027) to the extent the excess amount falls within the additional rate band.

A corporate holder of ADSs who is not resident for tax purposes in the U.K.

9 unchanged sentences

corporation tax will be chargeable on the amount of any dividends (at the current rate of 25% for companies with profits of more than £250,000 or 19% for companies with profits not exceeding £50,000, with a marginal relief applying to profits between £50,000 and £250,000, in each case for the 2023/2024 and 2025/2026 tax years).

Use of Proceeds from Initial Public Offering

On May 4, 2021, we completed our initial public offering (“IPO”) of 6,500,000 ADSs at a price of $17.00 per ADS for an aggregate offering price of approximately $110.5 million.

Morgan Stanley & Co., Jefferies LLC, Barclays Capital Inc., William Blair & Company, L.L.C.

Wainwright & Co., LLC served as the underwriters of the IPO.

The offer and sale of all of the ADSs in the offering were registered under the Securities Act pursuant to a registration statement on Form S-1 (File No.

333-255158), which became effective on April 29, 2021.

We received aggregate net proceeds from the offering of approximately $102.8 million, after deducting underwriting discounts and commissions, as well as other offering expenses.

No offering expenses were paid directly or indirectly to any of our directors or officers (or their associates) or persons owning ten percent or more of any class of our equity securities or to any other affiliates.

Our planned use of the net proceeds from the IPO as described in the final prospectus filed with the SEC pursuant to Rule 424(b) under the Securities Act has changed due to the prioritization of our pipeline in connection with our restructuring plan.

As a result, we currently expect to use our cash, cash equivalents and restricted cash, which include the net proceeds from the IPO, to advance our immune tolerance research and development programs and for general corporate purposes.

Stamp Duty and Stamp Duty Reserve Tax

The discussion below relates to the holders of our ordinary shares or ADSs wherever resident, however it should be noted that special rules may apply to certain persons such as market makers, brokers, dealers or intermediaries.

Stamp duty and/or stamp duty reserve tax (“SDRT”) are imposed in the U.K.

on certain transfers of securities (including shares in companies which, like us, are incorporated in the U.K.

) at a rate of 0.5% of the consideration paid for the transfer.

Certain transfers of shares to depositaries or into clearance systems are charged a higher rate of 1.5%.

Transfers of interests in shares within a depositary or clearance system, and from a depositary to a clearance system, are generally exempt from stamp duty and SDRT.

Issue of Ordinary Shares

Under current U.K.

tax law (and except in relation to depositary receipt systems and clearance services (as to which see below) , no U.K.

SDRT (or, where effected by a written instrument, U.K.

stamp duty) should generally be payable in respect of an issue of ordinary shares (including ordinary shares underlying our ADSs).

Transfer of Ordinary Shares

This duty must be paid (and where applicable the transfer document stamped by HMRC) before the transfer can be registered in our books.

Typically stamp duty would be paid by the purchaser of the ordinary shares.

Clearance Services and Depositary Receipts

An unconditional agreement to issue ordinary shares to a clearance service or a depositary receipt system (including to a nominee or agent for a person whose business is or includes the issue of depositary receipts or the provision of clearance services) should not attract the higher rate of 1.5% U.K.

stamp duty or U.K.

SDRT (which we refer to as the 1.5% Charge).

Furthermore, subject to the below, no 1.5% Charge should arise in respect of a transfer of ordinary shares to a clearance service or a depositary receipt system where the transfer is carried out in the course of “capital-raising arrangements” , being arrangements pursuant to which the relevant ordinary shares are issued by the company for the purpose of raising new capital.

Where any ordinary shares are subject to restriction that has the effect of preventing the transfer of such ordinary shares into a clearance service or depositary receipt system in the course of capital-raising arrangements, such ordinary shares must be transferred as soon as reasonably practicable after the time at which the restriction ceases to have effect in order to prevent the 1.5% Charge from applying.

Where a clearance service has made and maintained an election under section 97A of the U.K.

Finance Act 1986, or a section 97A election no 1.5% Charge will apply on any transfer of ordinary shares to that clearance service .

understood that HMRC regards the facilities of DTC as a clearance service for these purposes and we are not aware of any section 97A election having been made by DTC.

Specific professional advice should be sought before incurring or reimbursing the costs of a U.K.

stamp duty or U.K.

SDRT charge in any circumstances.

Issue of ADSs

stamp duty or SDRT should be payable on the issue of ADSs in the Company.

Transfers of ADSs within a clearance system

We are not aware of any section 97A election having been made by the DTC.

Issuance or Transfers of ADSs

On the basis of current published HMRC guidance, ADSs are not regarded as stock or a marketable security for the purposes of U.K.

stamp duty or a chargeable security for the purposes of U.K.

SDRT and, as such, no U.K.

stamp duty or SDRT should be required to be paid on the issue or transfer of (including an agreement to transfer) ADSs in the Company.

Purchase of Equity Securities by the Issuer and Affiliated Purchases

1 unchanged sentence

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 5. Market for Registrant’s Common Equity