10 unchanged sentences
(IN THOUSANDS, EXCEPT NUMBER OF SHARES AND PER SHARE AMOUNTS)
−Removed: September 30,
Cash and cash equivalents $ 65,858 $ 70,456
2 unchanged sentences
Prepaid expenses and other current assets 4,243 4,830
−Removed: Assets held for sale 138 —
Total current assets 72,664 77,790
36 unchanged sentences
(IN THOUSANDS, EXCEPT NUMBER OF SHARES AND PER SHARE AMOUNTS)
−Removed: Three months ended Nine months ended
−Removed: September 30, 2025 September 30, 2024 September 30, 2025 September 30, 2024
−Removed: License revenue 1
−Removed: $ — $ 14,969 $ — $ 14,969
−Removed: Total revenue — 14,969 — 14,969
+Added: Three months ended
+Added: March 31, 2026 March 31, 2025
Operating expenses
1 unchanged sentence
General and administrative 2,528 12,639
−Removed: Impairment of long-lived assets 4,667 — 4,667 —
Total operating expenses 6,121 20,929
−Removed: Other operating income 156 210 498 992
+Added: Other operating income/(expense) 46 329
Loss from operations ( 6,075 ) ( 20,600 )
15 unchanged sentences
Net loss $ ( 5,534 ) $ ( 19,658 )
−Removed: Other comprehensive gain/(loss) – foreign currency translation adjustments ( 2,934 ) 9,191 10,007 7,778
+Added: Other comprehensive (loss)/gain – foreign currency translation adjustments ( 2,836 ) 4,646
Comprehensive loss ( 8,370 ) ( 15,012 )
−Removed: Comprehensive loss/(gain) attributable to noncontrolling interest 8 5 10 44
+Added: Comprehensive loss attributable to noncontrolling interest 5 7
Comprehensive loss attributable to Barinthus Biotherapeutics plc shareholders $ ( 8,365 ) $ ( 15,005 )
−Removed: 1 Includes license revenue from related parties for the three and nine months ended September 30, 2025 of nil (three and nine months ended September 30, 2024:
−Removed: $ 15.0 million).
The accompanying notes are an integral part of these condensed consolidated financial statements.
3 unchanged sentences
(IN THOUSANDS, EXCEPT NUMBER OF SHARES)
−Removed: Three and Nine months ended September 30, 2025
+Added: Three months ended March 31, 2026
Ordinary Shares Deferred A Shares
6 unchanged sentences
Balance, March 31, 2026 40,848,893 $ 1 63,443 $ 86 $ 394,499 $ ( 309,628 ) $ ( 18,559 ) $ 66,399 $ 79 $ 66,478
−Removed: Share based compensation — — — — ( 281 ) — — ( 281 ) — ( 281 )
−Removed: Issue of ordinary shares, net of issuance costs 9,270 0 1 — — 0 1 — — 0 1 — 0 1
−Removed: Foreign currency translation adjustments — — — — — — 8,288 8,288 7 8,295
−Removed: Net loss — — — — — ( 21,124 ) — ( 21,124 ) ( 2 ) ( 21,126 )
−Removed: Balance, June 30, 2025 40,348,665 $ 1 63,443 $ 86 $ 393,663 $ ( 278,436 ) $ ( 12,937 ) $ 102,377 $ 104 $ 102,481
−Removed: Share based compensation — — — — ( 415 ) — — ( 415 ) — ( 415 )
−Removed: Issue of ordinary shares, net of issuance costs 478,598 0 1 — — 0 1 —
−Removed: Foreign currency translation adjustments — — — — — — ( 2,931 ) ( 2,931 ) ( 3 ) ( 2,934 )
−Removed: Net loss — — — — — ( 14,566 ) — ( 14,566 ) ( 5 ) ( 14,571 )
−Removed: Balance, September 30, 2025 40,827,263 $ 1 63,443 $ 86 $ 393,248 $ ( 293,002 ) $ ( 15,868 ) $ 84,465 $ 96 $ 84,561
−Removed: 1 Indicates amount less than one thousand
−Removed: The accompanying notes are an integral part of these condensed consolidated financial statements
−Removed: BARINTHUS BIOTHERAPEUTICS PLC
−Removed: CONDENSED CONSOLIDATED STATEMENTS OF CHANGES IN
−Removed: STOCKHOLDERS’ EQUITY
−Removed: (IN THOUSANDS, EXCEPT NUMBER OF SHARES)
−Removed: Three and Nine months ended September 30, 2024
+Added: Three months ended March 31, 2025
Ordinary Shares Deferred A Shares
6 unchanged sentences
Balance, March 31, 2025 40,339,395 $ 1 63,443 $ 86 $ 393,944 $ ( 257,312 ) $ ( 21,225 ) $ 115,494 $ 99 $ 115,593
−Removed: Share based compensation — — — — 1,195 — — 1,195 — 1,195
−Removed: Issue of ordinary shares, net of issuance costs 231,382 0 1 — — 358 — — 358 — 358
−Removed: Foreign currency translation adjustments — — — — — — 163 163 1 164
−Removed: Net loss — — — — — ( 16,931 ) — ( 16,931 ) ( 12 ) ( 16,943 )
−Removed: Balance, June 30, 2024 39,184,338 $ 1 63,443 $ 86 $ 390,273 $ ( 209,010 ) $ ( 24,732 ) $ 156,618 $ 172 $ 156,790
−Removed: Share based compensation — — — — 1,144 — — 1,144 — 1,144
−Removed: Issue of ordinary shares, net of issuance costs 358,180 0 1 — — 465 — — 465 — 465
−Removed: Foreign currency translation adjustments — — — — — — 9,181 9,181 10 9,191
−Removed: Net loss — — — — — ( 8,114 ) — ( 8,114 ) ( 15 ) ( 8,129 )
−Removed: Balance, September 30, 2024 39,542,518 $ 1 63,443 $ 86 $ 391,882 $ ( 217,124 ) $ ( 15,551 ) $ 159,294 $ 167 $ 159,461
1 Indicates amount less than one thousand
3 unchanged sentences
(IN THOUSANDS)
−Removed: Nine months ended
−Removed: September 30, 2025 September 30, 2024
+Added: Three months ended
+Added: March 31, 2026 March 31, 2025
CASH FLOWS FROM OPERATING ACTIVITIES:
2 unchanged sentences
Share based compensation 556 468
−Removed: Impairment of long-lived assets 4,667 —
Depreciation and amortization 856 2,034
Non-cash lease expenses 210 813
−Removed: Unrealized foreign exchange loss 3,683 2,022
+Added: Unrealized foreign exchange (gain)/loss ( 1,714 ) 1,587
Change in contingent consideration 84 1
3 unchanged sentences
Changes in operating assets and liabilities:
−Removed: Contract asset (including related parties) — ( 14,969 )
Prepaid expenses and other current assets 529 48
10 unchanged sentences
CASH FLOWS FROM FINANCING ACTIVITIES:
−Removed: Proceeds from issue of ordinary shares, net of issuance costs — 1,326
Issue of shares from the exercise of stock options — 2
4 unchanged sentences
Cash, cash equivalents and restricted cash, end of the period $ 67,189 $ 100,579
−Removed: Supplemental cash flow disclosures:
−Removed: Non-cash investing and financing activities:
−Removed: Proceeds from sale of property and equipment included in other current assets $ 219 $ —
−Removed: 1 Indicates amounts less than one thousand
The accompanying notes are an integral part of these condensed consolidated financial statements.
17 unchanged sentences
Merger Agreement with Clywedog
−Removed: On September 29, 2025, the Company entered into an Agreement and Plan of Merger (the “Merger Agreement”) by and among the Company, Topco, Merger Sub and Clywedog.
+Added: On September 29, 2025, the Company entered into an Agreement and Plan of Merger (the “Original Merger Agreement”) by and among the Company, Topco, Merger Sub and Clywedog, as amended by that certain Amendment to the Original Merger Agreement, dated as of February 22, 2026 (the “Merger Agreement Amendment,” together with the Original Merger Agreement, the “Merger Agreement”).
The Merger Agreement provides that, among other things, upon the terms and subject to the conditions set forth therein:
−Removed: (i) Topco will acquire the entire issued and to be issued share capital of the Company pursuant to a scheme of arrangement (subject to any modification, addition or condition which (a) the Company, Topco and Clywedog mutually agree and which (if required) is approved by the High Court of Justice of England and Wales (the “Court”) or (b) is otherwise imposed by the Court and mutually acceptable to the Company, Topco and Clywedog, each acting reasonably and in good faith, in each case in accordance with the Part 26 of the United Kingdom Companies Act 2006 and the Merger Agreement (the “Scheme of Arrangement” and such transaction, the “Scheme Transaction”)), resulting in the Company becoming a direct wholly owned subsidiary of Topco, and (ii) Merger Sub will merge with and into Clywedog, with Clywedog continuing as the surviving corporation and a direct wholly owned subsidiary of Topco in accordance with the Delaware General Corporations Law (the “Merger” and, together with the Scheme Transaction, the “Combinations”, and, together with such other transactions contemplated by the Merger Agreement, the “Contemplated Transactions”).
+Added: (i) Topco will acquire the entire issued and to be issued share capital of the Company pursuant to (1) a scheme of arrangement (subject to any modification, addition or condition which (a) the Company, Topco and Clywedog mutually agree and which (if required) is approved by the High Court of Justice of England and Wales (the “Court”) or (b) is otherwise imposed by the Court and mutually acceptable to the Company, Topco and Clywedog, each acting reasonably and in good faith, in each case in accordance with the Part 26 of the United Kingdom Companies Act 2006 (the “Scheme of Arrangement”), (2) a share purchase agreement pursuant to which the deferred A shares in the capital of the Company will be acquired by Topco subject to and upon effectiveness of the Scheme of Arrangement, and (3) the Merger Agreement (such transaction, together with the Scheme of Arrangement the “Scheme Transaction”), resulting in the Company becoming a direct wholly owned subsidiary of Topco, and (ii) Merger Sub will merge with and into Clywedog, with Clywedog continuing as the surviving corporation and a direct wholly owned subsidiary of Topco in accordance with the Delaware General Corporations Law (the “Merger” and, together with the Scheme Transaction, the “Combinations”, and, together with such other transactions contemplated by the Merger Agreement, the “Contemplated Transactions”).
The Scheme Transaction will be consummated prior to the Merger.
−Removed: At the effective time of the Scheme Transaction (the “Scheme Effective Time”), upon the terms and subject to the conditions set forth in the Merger Agreement, Topco will acquire each outstanding ordinary share of the Company, with a par value £ 0.000025 per ordinary share (each such acquired ordinary share, a “Scheme Share”), which, for the avoidance of doubt, will include ordinary shares held by The Bank of New York Mellon (the “Depositary”) (or to the extent that the Depositary is not itself the registered holder of such shares that underly the Company’s American Depositary Shares (the “ADSs”), each representing one ( 1 ) ordinary share, whichever nominee, custodian or other entity is the registered holder under the terms of the Deposit Agreement, dated as of April 29, 2021, among the Company, the Depositary, and all holders from time to time of the ADSs, as may be amended from time to time), from the holders of Scheme Shares whose names appear in the register of members of the Company at the Scheme Effective Time) in accordance with the provisions of the Scheme of Arrangement, and each Scheme Share will be converted into the right to receive (i) one ( 1 ) share of common
+Added: At the effective time of the Scheme Transaction (the “Scheme Effective Time”), upon the terms and subject to the conditions set forth in the Merger Agreement, Topco will acquire each outstanding ordinary share of the Company, with a par value £ 0.000025 per ordinary share (each such acquired ordinary share, a “Scheme Share”), which, for the avoidance of doubt, will include ordinary shares held by The Bank of New York Mellon (the “Depositary”) (or to the extent that the Depositary is not itself the registered holder of such shares that underly the Company’s American Depositary Shares (the “ADSs”), each representing one ( 1 ) ordinary share, whichever nominee, custodian or other entity is the registered holder
BARINTHUS BIOTHERAPEUTICS PLC
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
−Removed: stock, $ 0.0001 par value per share, of Topco (the “Topco Common Stock”) subject to and strictly in accordance with the terms of the Scheme of Arrangement plus (ii) cash in lieu of any fractional shares, rounded down to the nearest whole share.
+Added: under the terms of the Deposit Agreement, dated as of April 29, 2021, among the Company, the Depositary, and all holders from time to time of the ADSs, as may be amended from time to time), from the holders of Scheme Shares whose names appear in the register of members of the Company at the Scheme Effective Time) in accordance with the provisions of the Scheme of Arrangement, and each Scheme Share will be converted into the right to receive (i) between 0.1 and 0.166667 , as finally determined by the Company’s board of directors (or a duly appointed committee thereof) in its sole discretion prior to the Scheme Effective Time, shares of common stock, $ 0.0001 par value per share, of Topco (the “Topco Common Stock”) rounded down to the nearest whole share, plus (ii) cash in lieu of any fraction of a real share, each subject to and strictly in accordance with the terms of the Scheme of Arrangement.
Following the Scheme Effective Time, Topco may in its discretion elect to commence a self-tender offer (“Self-Tender Offer”) to purchase up to $ 27.0 million in shares of Topco Common Stock then issued and outstanding, which Self-Tender Offer, if elected, will be consummated prior to the Merger.
−Removed: At the effective time of the Merger (the “Merger Effective Time”), subject to adjustment in accordance with the terms of the Merger Agreement, each share of common stock, $ 0.0001 par value per share, of Clywedog (the “Clywedog Common Stock”) and each share of Series Seed Preferred Stock, $ 0.0001 par value per share, of Clywedog (the “Clywedog Preferred Stock”, and together with the Clywedog Common Stock, the “Clywedog Capital Stock”), other than Clywedog Capital Stock held as treasury stock or owned by Topco or Merger Sub immediately prior to the Merger Effective Time, will be converted solely into the right to receive (i) 4.358932 of shares of Topco Common Stock rounded down to the nearest whole share plus (ii) cash in lieu of any fractional shares.
+Added: At the effective time of the Merger (the “Merger Effective Time”), subject to adjustment in accordance with the terms of the Merger Agreement, each share of common stock, $ 0.0001 par value per share, of Clywedog (the “Clywedog Common Stock”) and each share of Series Seed Preferred Stock, $ 0.0001 par value per share, of Clywedog (the “Clywedog Preferred Stock”, and together with the Clywedog Common Stock, the “Clywedog Capital Stock”), other than Clywedog Capital Stock held as treasury stock or owned by Topco or Merger Sub immediately prior to the Merger Effective Time, will be converted solely into the right to receive (i) between 0.000305 and 0.000508 , as finally determined by Clywedog and the Company, of shares of Topco Common Stock rounded down to the nearest whole share plus (ii) cash in lieu of any fraction of a share.
The closing of the Contemplated Transactions is subject to the satisfaction or waiver of certain customary conditions, including, among other things:
4 unchanged sentences
(v) the completion of the Self-Tender Offer to the extent that Topco elects to commence the Self-Tender Offer;
−Removed: (ivi) minimum cash requirements for each party.
+Added: (vi) minimum cash requirements for each party.
The Merger Agreement may be terminated and the transactions contemplated thereby abandoned at any time prior to the closing under certain specified circumstances.
10 unchanged sentences
Accordingly, the unaudited condensed consolidated financial statements should be read in connection with the Company’s audited consolidated financial statements and related notes as of and for the year ended December 31, 2025.
−Removed: 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.
−Removed: As of September 30, 2025, the Company had cash, cash equivalents and restricted cash of $ 75.7 million and an accumulated deficit of $ 293.0 million, and the Company expects to incur losses for the foreseeable future.
−Removed: 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.
−Removed: The Company expects to continue to incur costs and expenditures in connection with the process of consummating the Contemplated Transactions.
+Added: The condensed consolidated
BARINTHUS BIOTHERAPEUTICS PLC
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
−Removed: activities are not successful, 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.
−Removed: The Company may not be able to obtain financing on acceptable terms, or at all, and the Company may not be able to enter into collaborations or other arrangements.
−Removed: The terms of any financing may adversely affect the holdings or rights of the Company’s stockholders.
−Removed: If the Company is unable to obtain sufficient capital, the Company will be forced to delay, reduce or eliminate some or all of its research and development programs, product portfolio expansion or future commercialization efforts, which could adversely affect its business prospects, or the Company may be unable to continue operations.
−Removed: 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.
+Added: balance sheet as of December 31, 2025, was derived from the audited financial statements but does not contain all of the footnote disclosures from the annual financial statements.
+Added: As of March 31, 2026, the Company had cash, cash equivalents and restricted cash of $ 67.2 million and an accumulated deficit of $ 309.6 million, and the Company expects to incur losses for the foreseeable future as it continues to pursue its activities, including the commercialization of its research and development.
+Added: The Company expects to continue to incur costs and expenditures in connection with the Contemplated Transactions, further in connection with the Contemplated Transactions, the Company may pay up to $ 27.0 million to existing shareholders under a self tender offer.
If the Contemplated Transactions are consummated, any additional funding will be sought by the combined company.
+Added: However as the transaction is not yet consummated, when performing the going concern assessment, management have assessed the Company on a standalone basis and expects that its cash, cash equivalents and restricted cash will be sufficient to fund current operations for at least the next 12 months from the issuance of these condensed consolidated financial statements.
+Added: In the future the Company will need additional cash inflows to pursue its activities, including the commercialization of its research and development.
+Added: There is no assurance that the Company will be successful in obtaining sufficient cash inflows on terms acceptable to the Company to fund continuing operations, if at all.
+Added: The condensed 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.
The unaudited condensed 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.
Unaudited Condensed Consolidated Financial Information
−Removed: The accompanying Condensed Consolidated Balance Sheets as of September 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 nine months ended September 30, 2025 and 2024 are unaudited.
+Added: The accompanying Condensed Consolidated Balance Sheets as of March 31, 2026, and December 31, 2025, 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, 2026 and 2025 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, 2025, filed with the Securities Exchange Commission (the “Annual Report”) on March 13, 2026.
−Removed: 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 September 30, 2025, its results of operations for the three and nine months ended September 30, 2025, and 2024, and its cash flows for the nine months ended September 30, 2025, and 2024.
−Removed: The results of operations for the three and nine months ended September 30, 2025, are not necessarily indicative of the results to be expected for the year ending December 31, 2025, or any other interim periods.
+Added: 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 March 31, 2026, its results of operations for the three months ended March 31, 2026, and 2025, and its cash flows for the three months ended March 31, 2026, and 2025.
+Added: The results of operations for the three months ended March 31, 2026, are not necessarily indicative of the results to be expected for the year ending December 31, 2026, or any other interim periods.
Summary of Significant Accounting Policies
5 unchanged sentences
The Company’s actual results may differ from these estimates under different assumptions or conditions.
−Removed: During the current quarter, the Company updated certain estimates related to the carrying value of long-lived assets as a result of the announced Contemplate Transactions with Clywedog.
−Removed: The adjustment reflects updated assumptions regarding expected future cash flows and market participant perspectives.
−Removed: Additional information regarding this change in estimate and its impact on the financial statements is included in Note 7.
As of the date of issuance of these unaudited condensed consolidated financial statements, the Company is not aware of any other specific event or circumstance that would require the Company to update its estimates, assumptions and judgments or revise the carrying value of its assets or liabilities.
7 unchanged sentences
The Company has reviewed all recently issued standards and have determined that such standards do not or are not expected to have a material impact on its condensed consolidated financial statements or do not otherwise apply to its current operations.
−Removed: In May 2025, the FASB issued ASU 2025-03, Business Combinations (Topic 805):
−Removed: Determining the Accounting Acquirer in the Acquisition of a Variable Interest Entity.
−Removed: This ASU amends the guidance for identifying the accounting acquirer in transactions involving variable interest entities (“VIEs”) where the transaction is achieved primarily through the exchange of equity interests, aligning it more closely with the guidance for voting interest entities.
−Removed: The amendments are effective for fiscal years beginning after December 15, 2026, including interim periods within those fiscal years, with early adoption permitted.
−Removed: The Company elected to early adopt ASU 2025-03 as of July 1, 2025.
−Removed: The adoption did not have a material impact on the our consolidated financial statements.
−Removed: The Company will apply the amended guidance prospectively to applicable transactions.
+Added: In December 2025, the FASB issued ASU 2025-12, Accounting Standards Update Codification Improvements.
+Added: The amendments in this update facilitates codification updates for a broad range of Topics arising from technical corrections, unintended application of the codification, clarifications, and other minor improvements.
+Added: This standard is effective for fiscal years beginning after December 15, 2026, including interim periods within those fiscal years.
+Added: The Company is currently evaluating the impact of adopting this standard to determine its impact on its disclosures.
+Added: In December 2025, the FASB issued ASU 2025-11, Interim Reporting (Topic 270):
+Added: Narrow-Scope Improvements.
+Added: The amendments in this update clarify interim disclosure requirements and the applicability of Topic 270.
+Added: This standard is effective for interim reporting periods within annual reporting periods beginning after December 15, 2027.
+Added: The Company is currently evaluating the impact of adopting this standard to determine its impact on its disclosures.
In January 2025, the FASB issued ASU 2025-01, Income Statement-Reporting Comprehensive Income-Expense Disaggregation Disclosures (Subtopic 220-40):
4 unchanged sentences
The Company is currently evaluating the impact of adopting this standard to determine its impact on its disclosures.
−Removed: In December 2023, the FASB issued ASU 2023-09, Income Taxes (Topic 740):
−Removed: 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).
−Removed: This standard is effective for fiscal years beginning after December 15, 2024.
−Removed: The Company is currently evaluating the impact of adopting this standard to determine its impact on its disclosures.
Segment information
7 unchanged sentences
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
−Removed: Three months ended September 30, 2025 Three months ended September 30, 2024 Change
−Removed: Direct research and development expenses:
−Removed: VTP-1000 Celiac $ 1,420 $ 1,751 $ ( 331 )
−Removed: VTP-300 HBV 1,632 2,748 ( 1,116 )
−Removed: Other clinical programs 1
−Removed: — 1,308 ( 1,308 )
−Removed: Other pre-clinical programs 437 707 ( 270 )
−Removed: Total direct research and development expenses 3,489 6,514 ( 3,025 )
−Removed: Indirect research and development expenses:
−Removed: Personnel-related (including share-based compensation) 2
−Removed: 1,667 3,871 ( 2,204 )
−Removed: Facility related 166 214 ( 48 )
−Removed: Other indirect costs 68 540 ( 472 )
−Removed: Total indirect research and development expenses 1,901 4,625 ( 2,724 )
−Removed: Total research and development expenses $ 5,390 $ 11,139 $ ( 5,749 )
−Removed: Nine months ended September 30, 2025 Nine months ended September 30, 2024 Change
+Added: Three months ended March 31, 2026 Three months ended March 31, 2025 Change
Direct research and development expenses:
VTP-1000 Celiac $ 1,422 $ 982 $ 440
−Removed: VTP-300 HBV 4,819 7,695 ( 2,876 )
−Removed: Other clinical programs 1
+Added: Barinthus legacy assets 1
1,480 2,510 ( 1,030 )
−Removed: Other pre-clinical programs 1,305 2,398 ( 1,093 )
Total direct research and development expenses 2,902 3,492 ( 590 )
1 unchanged sentence
Personnel-related (including share-based compensation) 503 3,944 ( 3,441 )
−Removed: 8,061 12,968 ( 4,907 )
Facility related 87 335 ( 248 )
2 unchanged sentences
Total research and development expenses $ 3,593 $ 8,290 $ ( 4,697 )
−Removed: 1 This includes expenses relating to the infectious disease and oncology programs;
−Removed: 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”)).
−Removed: Expenses relating to these programs were previously presented separately, but are now aggregated for the prior period comparative.
−Removed: 2 This includes $ 0.1 million and $ 0.2 million for the three and nine months ended September 30, 2025, respectively (three and nine months ended September 30, 2024:$ 0.6 million and $ 0.6 million, respectively) of personnel-related indirect expenses relating to time spent progressing the VTP-500 MERS program, which is funded by CEPI.
−Removed: BARINTHUS BIOTHERAPEUTICS PLC
−Removed: NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
+Added: 1 In January 2025, we announced a strategic focus on developing a pipeline in I&I, and the deprioritization of our programs in infectious disease and oncology.
+Added: The following programs were previously presented separately and have been grouped collectively as "Barinthus Legacy Assets" for both years presented:
+Added: VTP-300 HBV, VTP-850 Prostate Cancer, VTP-200 HPV, VTP-600NSCLC, VTP-500 MERS and other and earlier stage programs.
The Company operates in two geographic regions:
−Removed: 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:
−Removed: September 30, 2025 December 31, 2024
+Added: 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:
+Added: March 31, 2026 December 31, 2025
United States
3 unchanged sentences
Foreign Currency Translation in General and Administrative Expenses
−Removed: The aggregate, net foreign exchange gain or loss recognized in general and administrative expenses for the three and nine months ended September 30, 2025 was a gain of $ 3.0 million and loss of $ 9.4 million, respectively (three and nine months ended September 30, 2024:
−Removed: $ 7.7 million loss and $ 6.6 million loss, respectively).
+Added: The aggregate, net foreign exchange gain or loss recognized in general and administrative expenses for the three months ended March 31, 2026 was a gain of $ 3.0 million (three months ended March 31, 2025:
+Added: $ 4.4 million loss).
+Added: BARINTHUS BIOTHERAPEUTICS PLC
+Added: NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
Net Loss Per Share
−Removed: The following table sets forth the computation of basic and diluted net loss per share for the three and nine months ended September 30, 2025, and 2024 (in thousands, except number of shares):
−Removed: Three months ended September 30, Nine months ended September 30,
−Removed: 2025 2024 2025 2024
+Added: The following table sets forth the computation of basic and diluted net loss per share for the three months ended March 31, 2026, and 2025 (in thousands, except number of shares):
+Added: Three months ended March 31,
Net loss $ ( 5,534 ) $ ( 19,658 )
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.
−Removed: As of September 30, 2025, 6,231,609 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 (September 30, 2024:
+Added: As of March 31, 2026, 4,827,242 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, 2025:
Property and Equipment, Net
−Removed: Depreciation expense for the three and nine months ended September 30, 2025 was $ 0.1 million and $ 2.6 million, respectively (three and nine months ended September 30, 2024:
−Removed: $ 0.7 million and $ 2.0 million, respectively).
−Removed: During the three and nine months ended September 30, 2025, the Company recorded a gain of $ 0.05 million and $ 0.3 million, respectively, from the sale of U.K.
−Removed: laboratory equipment (three and nine months ended September 30, 2024:
−Removed: The recorded associated proceeds from the equipment sale for the three and nine months ended September 30, 2025 was $ 0.2 million and $ 0.7 million, respectively (three and nine months ended September 30, 2024:
−Removed: As of September 30, 2025, the Company had $ 0.1 million (December 31, 2024:
−Removed: nil ) of U.K.
−Removed: laboratory equipment as held for sale in the condensed consolidated balance sheet.
−Removed: The Company measures assets held for sale at the lower of the carrying amount or fair value less cost to sell.
−Removed: The sale of U.K.
−Removed: laboratory equipment is expected to be completed in 2025.
−Removed: BARINTHUS BIOTHERAPEUTICS PLC
−Removed: NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
+Added: Depreciation expense for the three months ended March 31, 2026 was $ 0.2 million (three months ended March 31, 2025:
+Added: $ 1.2 million).
+Added: During the three months ended March 31, 2026, the Company had no additions to property and equipment (three months ended March 31, 2025:
+Added: $ 0.01 million).
+Added: The recorded associated proceeds from the equipment sale for the three months ended March 31, 2026 was $ 0.06 million (three months ended March 31, 2025:
Intangible Assets, Net
−Removed: The gross amount of amortizable intangible assets, consisting of acquired developed technology, was $ 31.6 million as of both September 30, 2025 and December 31, 2024, and accumulated amortization was $ 16.7 million and $ 9.7 million as of September 30, 2025 and December 31, 2024, respectively.
−Removed: For the three and nine months ended September 30, 2025 impairment of long-lived assets expense was $ 4.7 million (three and nine months ended September 30, 2024:
−Removed: The amortization expense for the three and nine months ended September 30, 2025 was $ 0.8 million and $ 2.4 million, respectively (three and nine months ended September 30, 2024:
−Removed: $ 0.8 million and $ 2.4 million, respectively).
+Added: The gross amount of amortizable intangible assets, consisting of acquired developed technology, was $ 31.6 million as of both March 31, 2026 and December 31, 2025, and accumulated amortization was $ 17.9 million and $ 17.3 million as of March 31, 2026 and December 31, 2025, respectively.
+Added: The amortization expense for the three months ended March 31, 2026 was $ 0.6 million (three months ended March 31, 2025:
+Added: $ 0.8 million, respectively).
The estimated annual amortization expense is $ 2.5 million for the years 2026 through 2031.
−Removed: During the quarter ended September 30, 2025, the Company announced it had entered into a definitive merger agreement to combine in an all-stock transaction with Clywedog.
−Removed: The indicative offer price was below fair value of the Company's net assets expected at completion and below prior valuations utilized in our most recent impairment assessments, thereby constituting an impairment triggering event.
−Removed: As a result, the Company recorded a total impairment charge for acquired development technology intangible assets of $ 4.7 million during the quarter.
−Removed: The determination of the fair value of the Company's net assets expected at completion, is a non-recurring fair value measurement.
−Removed: Additional triggers for impairment may be identified prior to completion of the Contemplated Transactions, as the purchase price accounting is finalized.
Prepaid Expenses and Other Current Assets (in thousands):
−Removed: September 30,
2026 December 31,
1 unchanged sentence
Value Added Tax receivable 166 197
−Removed: Accrued income 72 88
Other 194 115
Total $ 4,243 $ 4,830
+Added: BARINTHUS BIOTHERAPEUTICS PLC
+Added: NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
Accrued Expenses and Other Current Liabilities (in thousands):
−Removed: September 30,
2026 December 31,
Accrued manufacturing and clinical expenses $ 2,188 $ 1,786
−Removed: Value Added Tax payable — 2,416
Accrued bonus 222 —
1 unchanged sentence
Accrued professional fees 4,810 3,677
+Added: Accrued grant repayment
Accrued other 280 541
Total $ 8,685 $ 6,249
−Removed: 1 Included in Accrued other as of September 30, 2025 is a provision of $ 0.7 million for severance costs for the reduction in workforce.
Coalition for Epidemic Preparedness Innovations (“CEPI”) Funding Agreement
−Removed: On December 20, 2023, Barinthus Biotherapeutics (UK) Limited, the Chancellors, Masters and Scholars of the University of Oxford (“Oxford,” together with Barinthus Biotherapeutics (UK) Limited, 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
−Removed: BARINTHUS BIOTHERAPEUTICS PLC
−Removed: NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
−Removed: Company’s vaccine candidate against Middle East Respiratory Syndrome (“MERS,” and such development activities, the “Project”).
+Added: On December 20, 2023, Barinthus Biotherapeutics (UK) Limited, the Chancellors, Masters and Scholars of the University of Oxford (“Oxford,” together with Barinthus Biotherapeutics (UK) Limited, 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.
2 unchanged sentences
The Company intends to exit the Funding Agreement as part of aligning resources in accordance with the Company's strategy.
−Removed: During the nine months period ended September 30, 2025, nil (September 30, 2024:
−Removed: $ 3.0 million) proceeds have been received.
−Removed: For the three and nine months ended September 30, 2025 $ 0.1 million and $ 0.4 million, respectively (three and nine months ended September 30, 2024:
−Removed: $ 0.2 million and $ 1.0 million, respectively) income has been recognized in relation to this contract.
−Removed: 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.
−Removed: The remaining unused amounts of the Funding Agreement cash payments of $ 1.4 million as of September 30, 2025 (December 31, 2024:
−Removed: $ 1.7 million) are reflected in restricted cash in the condensed consolidated balance sheets until expenditures contemplated in the Funding Agreement are incurred.
+Added: During the first quarter of 2026, a repayment of $ 1.0 million was requested, resulting in a reduction of the remaining unused Funding Agreement cash payments.
+Added: The unused amounts total $ 0.3 million as of March 31, 2026 (December 31, 2025:
+Added: $ 1.4 million) and continue to be reflected in deferred income in the condensed consolidated balance sheets until expenditures contemplated in the Funding Agreement are incurred.
+Added: Restricted cash as of March 31, 2026 is $ 1.3 million (December 31, 2025:
+Added: $ 1.4 million), as the related cash had not been repaid as of period end.
Deferred income
1 unchanged sentence
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.
−Removed: Changes in deferred income during the three and nine months ended September 30, 2025 and 2024, are as follows (in thousands):
−Removed: Three months ended September 30, Nine months ended September 30,
−Removed: 2025 2024 2025 2024
+Added: BARINTHUS BIOTHERAPEUTICS PLC
+Added: NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
+Added: Changes in deferred income during the three months ended March 31, 2026 and 2025, are as follows (in thousands):
+Added: Three months ended March 31,
Beginning balance $ 1,396 $ 1,738
−Removed: Cash payments received — 1,360 — 2,989
+Added: Reclassification to accruals ( 1,013 ) —
Other operating income recognized related to the Funding Agreement ( 46 ) ( 329 )
3 unchanged sentences
All ordinary shares rank pari passu as a single class.
−Removed: The following is a summary of the rights and privileges of the holders of ordinary shares as of September 30, 2025:
+Added: The following is a summary of the rights and privileges of the holders of ordinary shares as of March 31, 2026:
Liquidation preference:
2 unchanged sentences
Subject to the provisions of the Companies Act 2006, insofar as, in the board of directors’ opinions, the Company’s profits justify such payments, the board of directors (the "Board") may pay interim dividends on the Company’s ordinary shares.
−Removed: BARINTHUS BIOTHERAPEUTICS PLC
−Removed: NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
Voting Rights:
16 unchanged sentences
, at least every five years ) to remain effective, but may be sought more frequently for additional five-year terms (or any shorter period).
+Added: BARINTHUS BIOTHERAPEUTICS PLC
+Added: NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
Deferred Shares
6 unchanged sentences
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.
−Removed: As of September 30, 2025, the Company had a contingent consideration liability of $ 2.5 million related to the acquisition of Avidea.
−Removed: 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.
+Added: As of March 31, 2026, the Company had a contingent consideration liability of $ 3.0 million related to the acquisition of Avidea.
+Added: 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.
4 unchanged sentences
Significant extension (reduction) in the expected date of the milestone achievement would have resulted in a significantly lower (higher) fair value measurement.
−Removed: BARINTHUS BIOTHERAPEUTICS PLC
−Removed: 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):
−Removed: Three months ended September 30, Nine months ended September 30,
−Removed: 2025 2024 2025 2024
+Added: Three months ended March 31,
Beginning balance $ 2,871 $ 2,650
3 unchanged sentences
Share-Based Compensation
−Removed: During the nine month period ended September 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.
−Removed: For the nine months ended September 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 (September 30, 2024:
+Added: For the three months ended March 31, 2026, the Company granted 8,779 options to employees and directors under the Barinthus Biotherapeutics plc Award Plan 2021 (the “Plan”) with a weighted average grant date fair value of $ 0.60 per share and a weighted average exercise price of $ 0.73 per share (March 31, 2025:
granted 1,349,768 options, weighted average grant date fair value of $ 0.85 per share and a weighted average exercise price of $ 1.00 per share).
−Removed: For the nine months ended September 30, 2025, 1,931,878 options (September 30, 2024:
+Added: For the three months ended March 31, 2026, 1,157,694 options (March 31, 2025:
396,807 ) were forfeited.
+Added: BARINTHUS BIOTHERAPEUTICS PLC
+Added: NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
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:
−Removed: Nine months ended September 30,
+Added: Three months ended March 31,
Expected volatility 105.9 % 114.1 %
2 unchanged sentences
Expected dividend yield — % — %
−Removed: As of September 30, 2025, 6,231,609 options with a weighted average exercise price of $ 6.21 per share were outstanding (September 30, 2024:
+Added: As of March 31, 2026, 4,827,242 options with a weighted average exercise price of $ 5.72 per share were outstanding (March 31, 2025:
8,133,504 options with a weighted average exercise price of $ 5.17 per share were outstanding).
−Removed: As of September 30, 2025, there was $ 1.0 million unrecognized compensation cost related to stock options, which is expected to be recognized over a weighted average period of 1.7 years.
+Added: As of March 31, 2026, there was $ 0.5 million unrecognized compensation cost related to stock options, which is expected to be recognized over a weighted average period of 1.4 years.
+Added: Restricted stock units:
+Added: The following table summarizes the Company's restricted stock units ('RSUs") under the Plan since March 31, 2026:
+Added: Number of Shares
+Added: Underlying RSUs Weighted-Average
+Added: Grant Date Fair Value
+Added: Unvested, January 1, 2026 864,724 $ —
+Added: Vested and settled
+Added: Vested and deferred
+Added: Forfeited ( 72,000 ) 1.50
+Added: Unvested outstanding, March 31, 2026 792,724 1.50
+Added: Vested but subject to deferred settlement at March 31, 2026 — $ —
+Added: Outstanding at March 31, 2026 792,724 $ 1.50
+Added: In October 2025, the Company granted an aggregate of 886,018 restricted stock units (“RSUs”) to employees under the Plan.
+Added: The RSUs will vest in full on the seven th day following the occurrence of either the closing of the Contemplated Transactions or the termination of the Merger Agreement pursuant to its terms, subject to the employee’s continued employment with the Company through such vesting date, and were granted as part of the Company’s equity incentive program with a grant date fair value of $ 1.3 million.
+Added: Total share-based compensation expense for RSUs for the three months ended March 31, 2026 and 2025 was $ 0.4 million and nil , respectively.
+Added: As of March 31, 2026, the total unrecognized compensation expense related to RSUs was $ 0.3 million, which is expected to be recognized over a weighted-average of 0.7 years.
Share based compensation expense is classified in the unaudited condensed consolidated statements of operations and comprehensive loss as follows (in thousands):
−Removed: Three months ended September 30, Nine months ended September 30,
−Removed: 2025 2024 2025 2024
+Added: Three months ended March 31,
Research and development $ 271 $ 68
1 unchanged sentence
Total $ 556 $ 468
−Removed: Commitments and Contingencies
−Removed: In-License Agreements
−Removed: The Company is party to a number of licensing agreements, most of which are with related parties.
−Removed: These agreements serve to provide the Company with the right to develop and exploit the counterparties’ intellectual property for certain medical
BARINTHUS BIOTHERAPEUTICS PLC
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
+Added: Commitments and Contingencies
+Added: In-License Agreements
+Added: The Company is party to a number of licensing agreements.
+Added: These agreements serve to provide the Company with the right to develop and exploit the counterparties’ intellectual property for certain medical indications.
As part of execution of these arrangements, the Company paid certain upfront fees, which have been expensed as incurred because the developing technology has not yet reached technical feasibility, the lack of alternative use, and the lack of proof of potential value.
−Removed: The agreements cover a variety of fields, including influenza, cancer, human papillomavirus infection, (“HPV”), hepatitis B virus (“HBV”) and MERS.
+Added: The agreements cover a variety of fields, including tolerance induction and celiac disease.
The Company’s obligations for future payments under these arrangements are dependent on its ability to develop promising drug candidates, the potential market for these candidates and potential competing products, and the payment mechanisms in place in countries where the Company retains the right to sell.
−Removed: Each agreement provides for specific milestone payments, typically triggered by achievement of certain testing phases in human candidates, and future royalties ranging from 1 % to 5 % for direct sales of a covered product to 3 % to 7 % of net payments received for allowable sublicenses of technology developed by the Company.
+Added: Each agreement provides for specific milestone payments, typically triggered by achievement of certain testing phases in human candidates, and future royalties ranging from 1 % to 5 % for direct sales of a covered product or of net payments received for allowable sublicenses of technology developed by the Company.
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.
−Removed: The Company has not made or accrued any material payments under these license agreements during the nine month periods ended September 30, 2025 and 2024.
+Added: The Company has not made or accrued any material payments under these license agreements during the three month periods ended March 31, 2026 and 2025.
The Company leases certain laboratory and office space under operating leases, which are described below.
3 unchanged sentences
The Company has provided the lessor with a refundable security deposit of $ 0.7 million which is included in Other assets.
−Removed: 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.
−Removed: 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.
−Removed: operating lease right-of-use asset to the estimated recoverable amount has been recorded and the estimated useful life of the asset reduced.
+Added: operating lease right-of-use asset to the estimated recoverable amount was recorded and the estimated useful life of the asset reduced.
+Added: In August 2025, the Company ceased the research and development activities undertaken in the laboratory and transitioned the remaining clinical and operational workforce to remote roles.
+Added: operating lease right-of-use asset has a value of nil as of March 31, 2026.
+Added: The Company is actively marketing the building in Harwell, Oxfordshire, for the remainder of the lease.
Germantown, Maryland
1 unchanged sentence
The site houses the Company’s state-of-the-art wet laboratory in the United States of America.
−Removed: 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.
−Removed: The Company had a rent-free period up to February 29, 2024, and was entitled to up to $ 3.5 million for leasehold improvements to the premises desired by the Company.
−Removed: The Company has provided the lessor with a refundable security deposit of $ 0.2 million which is included in Other assets.
The Company recorded a right-of-use asset and a lease liability on the effective date of the lease term.
The Company’s right-of-use asset and lease liability are as follows (in thousands):
−Removed: September 30,
2026 December 31,
4 unchanged sentences
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
−Removed: Nine months ended September 30,
+Added: Three months ended March 31,
Other information
2 unchanged sentences
Weighted average discount rate 7.5 % 7.5 %
−Removed: Three months ended September 30, Nine months ended September 30,
−Removed: 2025 2024 2025 2024
+Added: Three months ended March 31,
Operating leases $ 210 $ 813
Total lease cost $ 210 $ 813
−Removed: Future annual minimum lease payments under operating leases as of September 30, 2025, were as follows (in thousands):
+Added: Future annual minimum lease payments under operating leases as of March 31, 2026, were as follows (in thousands):
Remainder of 2026 $ 1,502
5 unchanged sentences
On September 29, 2025, the Company entered into a merger agreement to combine with Clywedog, a private company advancing novel breakthrough medicines in diabetes.
−Removed: The Contemplated Transactions are expected to close in the first half of 2026, subject to customary closing conditions.
+Added: The Contemplated Transactions are expected to close in mid 2026, subject to customary closing conditions.
In connection with this strategic combination, the Company may incur additional or contingent costs, including transaction-related legal and advisory fees, and other expenses.
−Removed: The timing and magnitude of these costs remain uncertain, and the Company has not accrued future strategic transaction costs as of the period ended September 30, 2025, as the obligations will arise as the transaction progresses to close.
+Added: The Company recorded and expensed transaction related legal and advisory fees in the amount of $ 3.7 million for the three months ended March 31, 2026 (three months ended March 31, 2025:
Regardless of the outcome, there are anticipated additional costs and a focus of management resources on the strategic transaction which may or may not complete.
3 unchanged sentences
Regardless of the outcome, legal proceedings can have an adverse impact on the Company because of defense and settlement costs, diversion of management resources and other factors.
−Removed: BARINTHUS BIOTHERAPEUTICS PLC
−Removed: NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
Related Party Transactions
−Removed: During the three and nine months ended September 30, 2025, the Company recognized license revenue of nil (three and nine ended September 30, 2024:
−Removed: $ 15.0 million), from Oxford University Innovation Limited, which is a wholly owned subsidiary of the Company’s shareholder, the University of Oxford.
−Removed: During the three and nine months ended September 30, 2025, the Company incurred expenses, related to clinical study costs, of $ 0.1 million and $ 0.4 million, respectively (three and nine months ended September 30, 2024:
−Removed: $ 0.2 million and $ 0.7 million, respectively) from Oxford University Innovation Limited.
−Removed: Subsequent Events
−Removed: In October 2025 the Company granted an aggregate of 886,018 restricted stock units (“RSUs”) to employees under the Plan.
−Removed: The RSUs will vest in full following the closing of the Contemplated Transactions, subject to the employee’s continued employment with the Company through such vesting date, and were granted as part of the Company’s equity incentive program to support employee retention and alignment with shareholder interests.
−Removed: The financial impact of this grant will be reflected in future periods in accordance with applicable accounting standards
−Removed: In October 2025, the Company received $ 3.6 million in cash related to the research and development (“R&D”) tax credit on qualifying expenditures incurred during the financial year ended December 31, 2024.
+Added: During the three months ended March 31, 2026, the Company incurred expenses, related to clinical study costs, of $ 0.1 million, respectively (three months ended March 31, 2025:
+Added: $ 0.2 million) from Oxford University Innovation Limited.
Management ’ s Discussion and Analysis of Financial Condition and Results of Operations.
2 unchanged sentences
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.
−Removed: We are a clinical-stage biopharmaceutical company focused on developing novel immunotherapeutic drug candidates for treating autoimmune and inflammatory diseases within the I&I space.
+Added: 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.
3 unchanged sentences
Based on encouraging preclinical data, we believe that the SNAP-TI platform has the potential to impact multiple other I&I indications.
−Removed: We are also evaluating a product candidate to treat infectious disease that harnesses our proprietary viral vector platform technologies, consisting of ChAdOx and MVA;
−Removed: these technologies are designed to increase disease-specific CD8+ T cells.
−Removed: 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.
−Removed: 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.
+Added: We are also exploring partnership opportunities for VTP-300, a product candidate to treat Chronic Hepatitis B ("CHB") that harnesses viral vector platform technologies, consisting of ChAdOx and MVA;
+Added: which are designed to increase disease-specific CD8+ T cells.
+Added: VTP-300 is 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 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.
+Added: In September 2025, we entered into the Merger Agreement to combine in an all-stock transaction with Clywedog, which we amended in February 2026 to update the exchange ratio framework to provide additional flexibility in finalizing the transaction terms and to revise certain minimum cash requirements to reflect the anticipated timing of the transaction, with all other material terms remaining unchanged.
+Added: The newly combined company will advance a differentiated portfolio of clinical-stage candidates targeting metabolic and autoimmune diseases, with multiple clinical data milestones expected within 18 months of the closing of the transaction.
+Added: Upon the closing of the transaction, the combined company will be renamed “Clywedog Therapeutics Holdings, Inc.” and is expected to trade on the Nasdaq under the new ticker symbol “CLYD.” The transaction is expected to close in mid-2026, supported by existing cash and additional investments by OrbiMed and TPAV, LLC, both existing shareholders in Clywedog, and new investors.
We have incurred net losses in each annual and interim reporting period since 2023.
−Removed: For the three and nine months ended September 30, 2025, we incurred a net loss of $14.6 million and $55.4 million, respectively.
−Removed: As of September 30, 2025, we had an accumulated deficit of $293.0 million, and we do not currently expect positive cash flows from operations in the foreseeable future.
+Added: For the three months ended March 31, 2026, we incurred a net loss of $5.5 million, respectively.
+Added: As of March 31, 2026, we had an accumulated deficit of $309.6 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.
21 unchanged sentences
Unless and until we can generate a substantial amount of revenue from our product candidates, if approved, we expect to finance our future cash needs through public or private equity offerings, debt financings, collaborations, licensing arrangements or other sources, or any combination of the foregoing.
−Removed: Based on our current standalone research and development plans, we expect that our existing cash, cash equivalents, restricted cash and other financial resources will enable us to fund our operating expenses and capital expenditure requirements into the start of 2027.
+Added: Based on our current standalone research and development plans, we expect that our existing cash, cash equivalents, restricted cash and other financial resources will enable us to fund our operating expenses and capital expenditure requirements for at least the next 12 months.
These estimates are based on assumptions that may prove to be wrong, and we could use our available capital resources more quickly than we expect.
2 unchanged sentences
Recent Developments
−Removed: Celiac Disease
−Removed: The single ascending dose ( “ SAD ” ) part of the Phase 1 AVALON clinical trial of VTP-1000 in patients with celiac disease is ongoing, with no treatment related serious adverse events reported to date.
−Removed: We anticipate announcing data from the SAD phase of the trial before the end of 2025.
−Removed: The multiple ascending dose part of the Phase I Avalon clinical trial has commenced enrolling patients, and data are expected in the second half of 2026.
−Removed: Merger Agreement with Clywedog
−Removed: On September 29, 2025, we entered into the Merger Agreement with Topco, Merger Sub and Clywedog.
−Removed: The Merger Agreement provides that, among other things, upon the terms and subject to the conditions set forth therein (i) Topco will acquire our entire issued and to be issued share capital pursuant to a scheme of arrangement (subject to any modification, addition or condition which (a) we, Topco and Clywedog mutually agree and which (if required) is approved by the Court or (b) is otherwise imposed by the Court and mutually acceptable to us, Topco and Clywedog, each acting reasonably and in good faith, in each case in accordance with the Scheme of Arrangement, resulting in us becoming a direct wholly owned subsidiary of Topco, and (ii) Merger Sub will merge with and into Clywedog, with Clywedog continuing as the surviving corporation and a direct wholly owned subsidiary of Topco in accordance with the Delaware General Corporations Law.
−Removed: The Scheme Transaction will be consummated prior to the Merger.
−Removed: At the Scheme Effective Time, upon the terms and subject to the conditions set forth in the Merger Agreement, Topco will acquire each of our outstanding ordinary shares, which, for the avoidance of doubt, will include ordinary shares held by the Depositary (or to the extent that the Depositary is not itself the registered holder of such shares that underly the ADSs, each representing one (1) ordinary share, whichever nominee, custodian or other entity is the registered holder under the terms of the Deposit Agreement, dated as of April 29, 2021, among us, the Depositary, and all holders from time to time of the ADSs, as may be amended from time to time), from the holders of Scheme Shares whose names appear in our register of members at the Scheme Effective Time) in accordance with the provisions of the Scheme of Arrangement, and each Scheme Share will be converted into the right to receive (i) one (1) share of Topco Common Stock subject to and strictly in accordance with the terms of the Scheme of Arrangement plus (ii) cash in lieu of any fractional shares, rounded down to the nearest whole share.
−Removed: Following the Scheme Effective Time, Topco may in its discretion elect to commence a Self-Tender Offer to purchase up to $27,000,000 in shares of Topco Common Stock then issued and outstanding, which Self-Tender Offer, if elected, will be consummated prior to the Merger.
−Removed: At the Merger Effective Time, subject to adjustment in accordance with the terms of the Merger Agreement, each share of Clywedog Common Stock and each share of Clywedog Preferred Stock, other than Clywedog Capital Stock held as treasury stock or owned by Topco or Merger Sub immediately prior to the Merger Effective Time, will be converted solely into the right to receive (i) 4.358932 of shares of Topco Common Stock plus (ii) cash in lieu of any fractional shares, rounded down to the nearest whole share.
−Removed: If the Scheme Transaction is consummated, our ordinary shares will be delisted from the Nasdaq and deregistered under the Exchange Act.
−Removed: Topco will apply to list the shares of Topco Common Stock to be issued in the Combinations on Nasdaq effective immediately following the Merger Effective Time.
−Removed: The newly combined company will advance a novel portfolio of clinical-stage candidates targeting metabolic and autoimmune diseases, with four clinical data milestones expected within 18 months of the closing of the Contemplated Transactions .
−Removed: Upon the closing of the Contemplated Transactions , the combined company will be renamed “Clywedog Therapeutics Holdings, Inc.” and is expected to trade on the Nasdaq Stock Market under the new ticker symbol “CLYD.” The Contemplated Transactions are expected to close in the first half of 2026, with the combined company supported by existing cash and additional investments by entities managed by OrbiMed and TPAV, LLC, both existing shareholders in Clywedog, and new investors.
+Added: Doug Swirsky, seasoned biotechnology executive with public company CFO experience, has been appointed to serve as the Chief Financial Officer effective May 1, 2026.
Impact of International Conflicts
21 unchanged sentences
Our general and administrative expenses consist primarily of personnel-related expenses, including share-based compensation, in our executive, finance, business development and other administrative functions.
−Removed: Other general and administrative expenses include consulting fees and professional service fees for auditing, tax and legal services, rent expenses related to our offices, depreciation, foreign exchange gains and losses on our cash balances, other central non-research costs and changes in the fair value of contingent consideration.
+Added: Other general and administrative expenses include consulting fees and professional service fees for auditing, tax and legal services, rent expenses related to our offices, depreciation, impairment of property and equipment and right-of-use assets, foreign exchange gains and losses on our cash balances, other central non-research costs and changes in the fair value of contingent
+Added: consideration.
When determining the fair value of contingent consideration, significant judgment is used to determine the probability of success of achievement of the technology and clinical milestones and the date of the expected milestone.
2 unchanged sentences
Other Operating Income
−Removed: Other operating income includes 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.
−Removed: 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 condensed 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.
+Added: Other operating income includes grant income from an agreement (the "CEPI Funding Agreement") with the Coalition for Epidemic Preparedness Innovations ("CEPI") pursuant to which CEPI will provide funding to us to advance the development of VTP-500, a vaccine candidate against MERS.
+Added: 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 condensed 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.
Any remaining unused amounts of the cash payments received on the balance sheets will be disclosed as restricted cash in the notes of the condensed consolidated financial statements.
+Added: Minimal future activity is expected in relation to the VTP-500 program following the strategic decision to prioritize pipeline assets in the I&I space.
+Added: We intend to exit the Funding Agreement as part of aligning resources in accordance with the our strategy in 2026.
Other Income/(Expense)
1 unchanged sentence
Interest income results primarily from the interest earned on our short-term cash deposits and cash balances held by Barinthus Biotherapeutics (UK) Limited.
+Added: Interest Expense
+Added: Interest expense results primarily from the asset retirement obligation discounted over the length of the relevant lease.
Research and Development Incentives
−Removed: Research and development incentives contain payments receivable from the United Kingdom government related to corporation tax relief for qualifying expenditure on research and development projects in the United Kingdom.
+Added: Research and development incentives contain payments receivable from the U.K.
+Added: government related to corporation tax relief for qualifying expenditure on research and development projects in the U.K..
We account for such relief received as other income.
−Removed: 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.
+Added: Qualifying expenditures largely comprise employment costs for research staff, consumables, outsourced CRO 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.
−Removed: For 2025, we benefit from the applicable United Kingdom research and development tax credit regime, which is the merged scheme Research & Development expenditure credit ( “ RDEC ” ) and enhanced R&D intensive support ( “ ERIS ” ) that replaces the old RDEC and small and medium-sized enterprise ( “ SME ” ) schemes for accounting periods beginning on or after April 1, 2024.
+Added: We benefit from the applicable U.K.
+Added: research and development tax credit regime, which is the merged scheme Research & Development expenditure credit ( “ RDEC ” ) and enhanced R&D intensive support ( “ ERIS ” ) that replaces the old RDEC and small and medium-sized enterprise ( “ SME ” ) schemes for accounting periods beginning on or after April 1, 2024.
For expenditure under the merged scheme, the rate of Research and Development expenditure credit is 20%, which is the same as the rate under the old RDEC scheme for expenditure incurred on or after April 1, 2023.
5 unchanged sentences
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 based in the U.S.
−Removed: 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.
−Removed: 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%.
−Removed: 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.
−Removed: 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.
−Removed: 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.
+Added: Under the RDEC scheme, a U.K.
+Added: company qualifies as an R&D intensive business if U.K.
+Added: R&D expenditure constitutes at least 30% of total expenditure.
+Added: 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 U.K.
+Added: In future years, we may not be able to continue to claim research and development tax credits under the U.K.
+Added: research and development tax credit regime if we no longer qualify based on the eligibility criteria.
Unsurrendered U.K.
3 unchanged sentences
There was no tax loss restriction applied to the R&D tax credits in the U.K.
−Removed: for the nine months ended September 30, 2025 and 2024.
+Added: for the three months ended March 31, 2026 and 2025.
Critical Accounting Policies and Use of Estimates
9 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.
−Removed: In January 2025, we announced plans to prioritize our pipeline to focus on the development of VTP-1000 in celiac disease, and focus the future pipeline on I&I indications.
−Removed: In addition, we continued to experience a sustained decline in the price of our American Depositary Shares (“ADSs”), whereby the market capitalization continues to be below the value of our net assets.
−Removed: Given this change in our focus and sustained decline in share price, management identified circumstances that could indicate the carrying amount of our intangible assets may not be recoverable.
−Removed: Therefore, we performed both a qualitative and quantitative assessment in January 2025 and determined the carrying amount of our intangible assets are recoverable.
−Removed: During the quarter ended September 30, 2025, we announced that we have entered into a definitive merger agreement to combine in an all-stock transaction with Clywedog.
−Removed: The indicative offer price was below fair value of the Company's net assets expected at completion and below prior valuations utilized in the Company's most recent impairment assessments, thereby constituting an impairment triggering event.
−Removed: As a result, the Company recorded a total impairment charge for acquired development technology intangible assets of $4.7 million during the quarter.
−Removed: The determination of the fair value of the Company's net assets expected at completion, is a non-recurring fair value measurement.
−Removed: Additional triggers for impairment may be identified prior to completion of the Contemplated Transactions, as the purchase price accounting is finalized.
Contingent Consideration
7 unchanged sentences
Results of Operations
−Removed: Comparison of the Three Months Ended September 30, 2025 and 2024
−Removed: The following table sets forth the significant components of our results of operations (in thousands):
−Removed: Three months ended September 30, 2025 Three months ended September 30, 2024 Change
−Removed: License revenue
−Removed: $ — $ 14,969 (14,969)
−Removed: Operating expenses:
−Removed: Research and development
−Removed: 5,390 11,139 (5,749)
−Removed: General and administrative 5,165 13,420 (8,255)
−Removed: Impairment of long-lived assets 4,667 — 4,667
−Removed: Total operating expenses 15,222 24,559 (9,337)
−Removed: Other operating income 156 210 (54)
−Removed: Loss from operations (15,066) (9,380) (5,686)
−Removed: Other income/(expense)
−Removed: Interest income 472 631 (159)
−Removed: Interest expense (13) (17) 4
−Removed: Research and development incentives 240 608 (368)
−Removed: Other income (275) 26 (301)
−Removed: Total other income 424 1,248 (824)
−Removed: Loss before income tax
−Removed: (14,642) (8,132) (6,510)
−Removed: Tax benefit 71 3 68
−Removed: Net loss $ (14,571) $ (8,129) $ (6,442)
−Removed: For the three months ended September 30, 2025, and 2024, our revenue consisted of nil and $15.0 million, respectively, from the OUI License Agreement Amendment with respect to amounts owed to us by OUI for the commercial sales of Vaxzevria.
−Removed: In 2024, AstraZeneca announced it had made the strategic decision to initiate the withdrawal of marketing authorization for Vaxzevria within Europe, citing decline in demand as the reason for the decision.
−Removed: We do not expect to receive any further payments relating to future commercial sales of Vaxzevria and, if such payments are due, that we will be notified of such payments in a timely manner.
−Removed: Research and Development Expenses
−Removed: The following table summarizes our research and development expenses for the three months ended September 30, 2025 and 2024 (in thousands):
−Removed: Three months ended September 30, 2025 Three months ended September 30, 2024 Change
−Removed: Direct research and development expenses:
−Removed: VTP-1000 Celiac $ 1,420 $ 1,751 $ (331)
−Removed: VTP-300 HBV 1,632 2,748 (1,116)
−Removed: Other clinical programs 1
−Removed: — 1,308 (1,308)
−Removed: Other pre-clinical programs 437 707 (270)
−Removed: Total direct research and development expenses 3,489 6,514 (3,025)
−Removed: Indirect research and development expenses:
−Removed: Personnel-related (including share-based compensation) 2
−Removed: 1,667 3,871 (2,204)
−Removed: Facility related 166 214 (48)
−Removed: Other indirect costs 68 540 (472)
−Removed: Total indirect research and development expenses 1,901 4,625 (2,724)
−Removed: Total research and development expenses $ 5,390 $ 11,139 $ (5,749)
−Removed: 1 This includes expenses relating to the infectious disease and oncology programs;
−Removed: 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”)).
−Removed: 2 This includes $0.1 million and $0.6 million for the three months ended September 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.
−Removed: Our research and development expenses for the three months ended September 30, 2025 and 2024 were $5.4 million and $11.1 million, respectively.
−Removed: Direct expenses for the three months ended September 30, 2025 and 2024 were $3.5 million and $6.5 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.
−Removed: Of the $3.0 million decrease, $2.7 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.
−Removed: Additionally, there was a $0.3 million decrease in spend on VTP-1000, as one-off trial initiation costs incurred in the third quarter of 2024 did not reoccur in the third quarter of 2025.
−Removed: Indirect research and development expenses for the three months ended September 30, 2025 and 2024 were $1.9 million and $4.6 million, respectively.
−Removed: The decrease of $2.7 million relates primarily to the reduction in headcount and the associated personnel-related expense (including share-based compensation), combined with the closure of the U.K.
−Removed: laboratory which occurred in the third quarter of 2025 resulting in a reduction in the allocation of facility and other indirect costs to research and development.
−Removed: General and Administrative Expenses
−Removed: General and administrative expenses for the three months ended September 30, 2025 and 2024 were $5.2 million and $13.4 million, respectively.
−Removed: The decrease of $8.2 million relates primarily to a gain of $3.0 million on foreign exchange for the three months ended September 30, 2025, compared to a loss of $7.7 million for the three months ended September 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.
−Removed: There has been an increase of $2.4 million in professional fees attributable to increased strategic activity, and an increase of $0.8 million in depreciation charges due to the decreased estimated useful lives of the U.K.
−Removed: right of use asset, leasehold improvements and laboratory equipment, offset by a decrease of $1.0 million in personnel-related expenses relating to the reduction in headcount.
−Removed: Impairment of long-lived assets expense
−Removed: For the three months ended September 30, 2025 and 2024, impairment of long-lived assets expense was $4.7 million and nil, respectively.
−Removed: This increase relates to the impairment assessment performed during the third quarter of 2025, following an impairment triggering event identified in relation to the Company entering a definitive merger agreement to combine in an all-stock merger transaction with Clywedog.
−Removed: See Note 7 for further details.
−Removed: Other Operating Income
−Removed: For the three months ended September 30, 2025 and 2024, other operating income was $0.2 million and $0.2 million, respectively, primarily resulting from qualifying activity on the development of VTP-500 for the prevention of MERS and associated utilization of the funding provided by CEPI under the Funding Agreement.
−Removed: Minimal future activity is expected following the strategic decision to prioritize pipeline assets in the I&I space.
−Removed: Interest Income
−Removed: For the three months ended September 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.
−Removed: Research and Development Incentives
−Removed: For the three months ended September 30, 2025 and 2024, research and development incentives were $0.2 million and $0.6 million, respectively.
−Removed: Such research and development incentives relate to corporation tax relief on research and development projects incentive programs in the United Kingdom.
−Removed: The decrease of $0.4 million is primarily due to a decrease in qualifying research and development activities.
−Removed: Comparison of the Nine Months Ended September 30, 2025 and 2024
+Added: Comparison of the Three Months Ended March 31, 2026 and 2025
The following table sets forth the significant components of our results of operations (in thousands):
−Removed: Nine months ended September 30, 2025 Nine months ended September 30, 2024 Change
−Removed: License revenue
−Removed: $ — $ 14,969 (14,969)
+Added: Three months ended March 31, 2026 Three months ended March 31, 2025 Change
Operating expenses:
2 unchanged sentences
General and administrative 2,528 12,639 (10,111)
−Removed: Impairment of long-lived assets 4,667 — 4,667
Total operating expenses 6,121 20,929 (14,808)
−Removed: Other operating income 498 992 (494)
+Added: Other operating income/(expense) 46 329 (283)
Loss from operations (6,075) (20,600) 14,525
9 unchanged sentences
Net loss $ (5,534) $ (19,658) $ 14,124
−Removed: For the nine months ended September 30, 2025 and 2024, our revenue consisted of nil and $15.0 million, respectively, from the OUI License Agreement Amendment with respect to amounts owed to us by OUI for the commercial sales of Vaxzevria.
−Removed: In 2024, AstraZeneca announced it had made the strategic decision to initiate the withdrawal of marketing authorization for Vaxzevria within Europe, citing decline in demand as the reason for the decision.
−Removed: We do not expect to receive any further payments relating to future commercial sales of Vaxzevria and, if such payments are due, that we will be notified of such payments in a timely manner.
Research and Development Expenses
−Removed: The following table summarizes our research and development expenses for the nine months ended September 30, 2025 and 2024 (in thousands):
−Removed: Nine months ended September 30, 2025 Nine months ended September 30, 2024 Change
+Added: The following table summarizes our research and development expenses for the three months ended March 31, 2026 and 2025 (in thousands):
+Added: Three months ended March 31, 2026 Three months ended March 31, 2025 Change
Direct research and development expenses by program:
VTP-1000 Celiac $ 1,422 $ 982 $ 440
−Removed: VTP-300 HBV 4,819 7,695 (2,876)
−Removed: Other clinical programs 1
+Added: Barinthus legacy assets 1
1,480 2,510 (1,030)
−Removed: Other pre-clinical programs 1,305 2,398 (1,093)
Total direct research and development expenses 2,902 3,492 (590)
1 unchanged sentence
Personnel-related (including share-based compensation) 503 3,944 (3,441)
−Removed: 8,061 12,968 (4,907)
Facility related 87 335 (248)
2 unchanged sentences
Total research and development expenses $ 3,593 $ 8,290 $ (4,697)
−Removed: 1 This includes expenses relating to the infectious disease and oncology programs;
−Removed: 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”)).
−Removed: Expenses relating to these programs were previously presented separately, but are now aggregated for the prior period comparative.
−Removed: 2 This includes $0.2 million and $0.6 million for the nine months ended September 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.
−Removed: Our research and development expenses for the nine months ended September 30, 2025 and 2024 were $21.6 million and $33.9 million, respectively.
−Removed: Direct expenses for the nine months ended September 30, 2025 and 2024 were $11.7 million and $18.8 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.
−Removed: Of the $7.1 million decrease, $6.8 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.
−Removed: Additionally, there was a $0.3 million decrease in spend on VTP-1000, as one-off trial initiation costs incurred in the third quarter of 2024 did not reoccur in the third quarter of 2025.
−Removed: Indirect research and development expenses for the nine months ended September 30, 2025 and 2024 were $9.9 million and $15.1 million, respectively.
−Removed: The decrease of $5.2 million primarily relates to the reduction in headcount and the associated personnel-related expense (including share-based compensation).
+Added: 1 In January 2025, we announced a strategic focus on developing a pipeline in I&I, and the deprioritization of our programs in infectious disease and oncology.
+Added: The following programs were previously presented separately and have been grouped collectively as "Barinthus Legacy Assets" for both years presented:
+Added: VTP-300 HBV, VTP-850 Prostate Cancer, VTP-200 HPV, VTP-600NSCLC, VTP-500 MERS and other and earlier stage programs
+Added: Our research and development expenses for the three months ended March 31, 2026 and 2025 were $3.6 million and $8.3 million, respectively.
+Added: Direct expenses for the three months ended March 31, 2026 and 2025 were $2.9 million and $3.5 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.
+Added: Of the $0.6 million decrease, $1.0 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 I&I space and wind down of the ongoing trials, offset by $0.4 million increase in spend on VTP-1000 for the Phase 1 AVALON clinical trial.
+Added: Indirect research and development expenses for the three months ended March 31, 2026 and 2025 were $0.7 million and $4.8 million, respectively.
+Added: The decrease of $4.1 million primarily relates to the reduction in headcount, following the strategic reprioritization and the associated personnel-related expense (including share-based compensation), combined with the closure of the U.K.
+Added: laboratory which occurred in the third quarter of 2025 resulting in a reduction in the allocation of facility and other indirect costs to research and development.from that period onwards.
General and Administrative Expenses
−Removed: General and administrative expenses for the nine months ended September 30, 2025 and 2024 were $33.2 million and $26.6 million, respectively.
−Removed: The increase of $6.6 million relates to an increase of $4.5 million in professional fees attributable to increased strategic activity, a increase of $2.7 million foreign exchange loss, 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 depreciation charges due to the decreased estimated useful lives of
−Removed: right of use asset, leasehold improvements and laboratory equipment, offset by a decrease of $2.1 million in personnel-related expenses relating to the reduction in headcount and the associated personnel-related expense (including share-based compensation).
−Removed: For the nine months ended September 30, 2025 and 2024, impairment of long-lived assets expense was $4.7 million and nil, respectively.
−Removed: This increase relates to the impairment assessment performed during the third quarter of 2025, following an impairment triggering event identified in relation to the Company entering a definitive merger agreement to combine in an all-stock transaction with Clywedog.
−Removed: See Note 7 for further details.
+Added: General and administrative expenses for the three months ended March 31, 2026 and 2025 were $2.5 million and $12.6 million, respectively.
+Added: The decrease of $10.1 million relates primarily to a foreign exchange gain of $3.0 million for the three months ended March 31, 2026, compared to a loss of $4.4 million for the three months ended March 31, 2025, driven by movement from the translation of United States dollar balances held in pound sterling denominated entities.
+Added: The remaining reduction in expenses is related to a decrease of $1.7 million in personnel-related expenses pertaining to the reduction in headcount and the associated reduction in personnel-related expense, and a decrease of $1.4 million in depreciation charges due to impairment and accelerated depreciation of the U.K.
+Added: right of use asset, leasehold improvements and laboratory equipment in the prior year.
Other Operating Income
−Removed: For the nine months ended September 30, 2025 and 2024, other operating income was $0.5 million and $1.0 million, respectively, primarily resulting from a reduction in qualifying activity for the development of VTP-500 for the prevention of MERS, and associated utilization of the funding provided by CEPI under the Funding Agreement.
+Added: For the three months ended March 31, 2026 and 2025, other operating income was $0.05 million and $0.3 million, respectively, primarily resulting from a reduction in qualifying activity for the development of VTP-500 for the prevention of MERS, and associated utilization of the funding provided by CEPI under the Funding Agreement.
Minimal future activity is expected following the strategic decision to prioritize pipeline assets in the I&I space.
Interest Income
−Removed: For the nine months ended September 30, 2025 and 2024, interest income was $1.6 million and $2.0 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.
+Added: For the three months ended March 31, 2026 and 2025, interest income was $0.4 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
−Removed: For the nine months ended September 30, 2025 and 2024, research and development incentives were $1.9 million and $1.9 million, respectively.
+Added: For the three months ended March 31, 2026 and 2025, research and development incentives were $0.1 million and $0.3 million, respectively.
Such research and development incentives relate to corporation tax relief on research and development projects incentive programs in the United Kingdom.
+Added: The decrease of $0.2 million is due to a decrease in qualifying R&D activities.
Liquidity and Capital Resources
1 unchanged sentence
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.
−Removed: Through September 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.
−Removed: As of September 30, 2025, we had cash, cash equivalents and restricted cash of $75.7 million.
+Added: Through March 31, 2026, we have received gross proceeds of approximately $330.1 million from the issuance of our ordinary and preferred shares and convertible loan notes.
+Added: As of March 31, 2026, we had cash, cash equivalents and restricted cash of $67.2 million.
Key financing and corporate milestones include the following:
3 unchanged sentences
• Between April 2022 and November 2024, we received $59.5 million of cash from OUI for the commercial sales of Vaxzevria;
−Removed: • Between December 2022 and December 2024, we raised net proceeds of $5.1 million from the issuance of 2,558,586 shares represented by ADSs through “at-the-market” offerings under the sales agreement with Jefferies LLC ("Jefferies").
−Removed: On August 9, 2022, we filed a Registration Statement on Form S-3, as amended (the “ Shelf ” ), with the SEC in relation to the registration and potential future issuance of ordinary shares, including ordinary shares represented by ADSs, debt securities, warrants and/or units of any combination thereof in the aggregate amount of up to $200.0 million.
−Removed: The Shelf was declared effective on August 17, 2022 and expired as of August 17, 2025.
−Removed: We also simultaneously entered into a sales agreement with Jefferies, as sales agent, providing for the offering, issuance and sale by us of up to an aggregate of $75.0
−Removed: million of our ordinary shares represented by ADSs from time to time in “at-the-market” offerings under the Shelf.
−Removed: Between December 2022 and December 2024, whilst the Shelf was effective, the Company raised net proceeds of $5.1 million from the issuance of 2,558,586 shares represented by ADSs through "at-the-market" offerings under the sales agreement with Jefferies.
−Removed: Following the expiration of the Shelf on August 17, 2025, this ATM facility is no longer available as a source of liquidity.
+Added: • Between December 2022 and December 2024, we raised net proceeds of $5.1 million from the issuance of 2,558,586 shares represented by ADSs through “at-the-market” offerings under the sales agreement with Jefferies LLC.
We do not currently expect positive cash flows from operations in the foreseeable future, if at all.
7 unchanged sentences
The following table sets forth a summary of the primary sources and uses of cash (in thousands) for each period presented:
−Removed: Nine months ended September 30, 2025 Nine months ended September 30, 2024
+Added: Three months ended March 31, 2026 Three months ended March 31, 2025
Net cash used in operating activities $ (3,366) $ (14,902)
3 unchanged sentences
Net decrease in cash, cash equivalents and restricted cash $ (4,663) $ (11,821)
−Removed: Cash Used in Operating Activities
−Removed: During the nine months ended September 30, 2025, net cash used in operating activities was $43.7 million, primarily resulting from our net loss of $55.4 million adjusted by depreciation and amortization of $4.9 million, impairment of long-lived assets of $4.7 million, unrealized foreign exchange loss of $3.7 million, non-cash lease expenses of $3.1 million, contingent consideration adjustments of $0.3 million and profit on sale of property and equipment of $0.3 million.
−Removed: The changes in our operating assets and liabilities, net, of $3.8 million primarily related to a $5.2 million decrease in accounts payable and accrued expenses, a $0.4 million decrease in prepaid expenses and other current assets and a $1.5 million decrease in operating lease liabilities, offset by a $2.9 million decrease in research and development incentive receivables, following receipt of the 2023 research and development tax credit claim.
−Removed: During the nine months ended September 30, 2024, net cash used in operating activities was $42.0 million, primarily resulting from our net loss of $40.6 million adjusted by depreciation and amortization of $4.4 million, share based compensation of $4.0 million, unrealized foreign exchange loss of $2.0 million, non-cash lease expense of $1.1 million and changes in our operating assets and liabilities, net of $12.6 million primarily related to a $15.0 million increase in contract asset (including related parties), a $2.1 million decrease in prepaid expense, $2.0 million increase in deferred income, $1.3 million decrease in operating lease liabilities and $0.2 million decrease in accounts payable and accrued expenses.
+Added: Net Cash Used in Operating Activities
+Added: During the three months ended March 31, 2026, net cash used in operating activities was $3.4 million, primarily resulting from our net loss of $5.5 million adjusted by depreciation and amortization of $0.9 million, unrealized foreign exchange loss of $1.7 million, share based compensation of $0.6 million and non-cash lease expenses of $0.2 million.
+Added: The changes in our operating assets and liabilities, net, of $2.2 million primarily related to a $3.2 million increase in accounts payable and accrued expenses, a $0.5 million decrease in prepaid expenses and other current assets and a $0.3 million decrease in operating lease liabilities,
+Added: 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.
+Added: 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.
Net Cash Provided By/(Used) in Investing Activities
−Removed: During the nine months ended September 30, 2025 and 2024, cash provided by/(used) in investing activities was $0.4 million and ($0.6 million), respectively.
−Removed: For the nine months ended September 30, 2025, these amounts primarily related to
−Removed: proceeds received upon the sale of U.K.
+Added: During the three months ended March 31, 2026 and 2025, net cash provided by/(used) in investing activities was $0.06 and $(0.005) million, respectively.
+Added: For the three months ended March 31, 2026, these amounts primarily related to proceeds received upon the sale of U.S.
laboratory equipment.
−Removed: For the nine months ended September 30, 2024, these amounts primarily related to capital expenditures related to leasehold improvements on our new office and laboratory facilities in Germantown, Maryland, United States, that the Company relocated its operations in June 2023.
+Added: For the three months ended March 31, 2025, these amounts resulted primarily from capital expenditures related to laboratory equipment and leasehold improvements in our U.K.
Net Cash Provided by Financing Activities
−Removed: During the nine months ended September 30, 2025, cash provided by financing activities related only to net proceeds received from the issuance of ordinary shares through stock exercises.
−Removed: During the nine months ended September 30, 2024, cash provided by financing activities of $1.3 million primarily related to net proceeds received from the issuance of ordinary shares through the “ at-the-market ” sales agreement.
+Added: During the three months ended March 31, 2026 and 2025, net cash provided by financing activities was nil and $0.002 million, respectively.
+Added: For the three months ended March 31, 2025, these amounts related to net proceeds received from the issuance of ordinary shares through stock exercises.
Effect of Exchange Rates on Cash, Cash Equivalents and Restricted Cash
−Removed: During the nine months ended September 30, 2025 and 2024, the effect of foreign exchange on cash, cash equivalents and restricted cash was a gain of $6.6 million and a gain of $5.3 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 .
+Added: During the three months ended March 31, 2026 and 2025, the effect of foreign exchange on cash, cash equivalents and restricted cash was a loss of $1.4 million and gain of $3.1 million, respectively, primarily as a result of fluctuations between the pound sterling and United States dollar exchange rates .
Future Funding Requirements
1 unchanged sentence
As a result, we have incurred losses in each year since our inception in 2016, except for 2022 when we were profitable.
−Removed: We have negative operating cash flows for the period ended September 30, 2025 and as of September 30, 2025, we had an accumulated deficit of $293.0 million.
+Added: We have negative operating cash flows for the period ended March 31, 2026 and as of March 31, 2026, we had an accumulated deficit of $309.6 million.
We expect to continue to incur significant losses and negative cash flows from operations for the foreseeable future.
4 unchanged sentences
• attract, hire and retain additional clinical, regulatory, quality control and other personnel;
−Removed: • 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 ChAdOx and MVA vectors;
+Added: • conduct preclinical studies and clinical trials for our current and future product candidates based on our proprietary synthetic and biologic platforms, including SNAP-TI;
• 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;
3 unchanged sentences
• acquire or in-license other product candidates and technologies for development and commercialization;
−Removed: • incur additional legal, accounting and other expenses in operating our business, including the additional costs associated with operating as a public company;
−Removed: • incur additional legal, advisory, accounting, tax and other expenses in operating our business, including the additional costs associated with completing the Contemplated Transactions.
+Added: • incur additional legal, advisory, accounting, tax and other expenses in operating our business as a public company, including the additional costs associated with completing the Contemplated Transactions.
Even if we succeed in commercializing one or more of our product candidates, we will continue to incur substantial research and development costs and other expenditures to develop and market additional product candidates and we may never generate revenue that is significant or large enough to achieve profitability.
18 unchanged sentences
• 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;
−Removed: • the success of our collaborations with CEPI, Oxford University/OUI, Arbutus, CanSino Biologics Inc., Cancer Research UK, and the Ludwig Institute and any future collaboration partners;
+Added: • the success of our collaborations with current 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;
6 unchanged sentences
Unless and until we can generate a substantial amount of revenue from our product candidates, we expect to finance our future cash needs through public or private equity offerings, debt financings, collaborations, licensing arrangements or other sources, or any combination of the foregoing.
−Removed: Based on our current standalone research and development plans, we expect that our existing cash, cash equivalents, restricted cash and other financial resources will enable us to fund our operating expenses and capital expenditure requirements into the start of 2027.
+Added: Based on our current standalone research and development plans, we expect that our existing cash, cash equivalents, restricted cash and other financial resources will enable us to fund our operating expenses and capital expenditure requirements for at least the next 12 months.
These estimates are based on assumptions that may prove to be wrong, and we could use our available capital resources more quickly than we expect.
We may require substantial additional financing in the future to meet any such unanticipated factors, including if the Contemplated Transactions are not consummated timely or at all.
−Removed: If we raise additional funds through collaborations,
−Removed: strategic alliances, distribution or licensing arrangements with third parties, we may have to relinquish valuable rights to our technologies, future revenue streams or product candidates or grant licenses on terms that may not be favorable to us.
+Added: If we raise additional funds through collaborations, strategic alliances, distribution or licensing arrangements with third parties, we may have to relinquish valuable rights to
+Added: our technologies, future revenue streams or product candidates or grant licenses on terms that may not be favorable to us.
If we are unable to raise additional funds when needed, we would be required to delay, limit, reduce or terminate our product development programs, future commercialization efforts, other operational plans or grant rights to develop and market product candidates that we would otherwise prefer to develop and market ourselves.
6 unchanged sentences
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;
−Removed: however, the amount, timing and likelihood of such payments are not known as of September 30, 2025.
+Added: however, the amount, timing and likelihood of such payments are not known as of March 31, 2026.
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.