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Barinthus Biotherapeutics plc. (BRNS) Form 8-K — Sep 9, 2026

$BRNSForm 8-KItems 1.02, 2.01, 3.01, 3.03, 5.01, 9.01Filed Sep 9, 2026, 10:24 AM ET0001104659-26-106183Original filing

Barinthus Biotherapeutics completed its previously announced merger on September 9, 2026, when the court-sanctioned UK scheme of arrangement became effective and Beacon Topco, Inc. acquired the company's entire issued share capital, making Barinthus a wholly-owned subsidiary of Topco under the Merger Agreement with Clywedog Therapeutics. Under the transaction, holders received 0.111 shares of Topco common stock for each Barinthus share or ADS, with outstanding Company options and RSUs converted into Topco equity awards on the same terms, and the April 2021 deposit agreement with Bank of New York Mellon terminated.

Key figures

Exchange Ratio
0.111 shares of Topco common stock per Company Share (and per Company ADS)
Court Sanction Date
2026-09-01
Topco Share Par Value
USD 0.0001 per share
Scheme Effective Date
2026-09-09
Company Share Nominal Value
GBP 0.000025 per share
Original Merger Agreement Date
2025-09-29
Merger Agreement Amendment Date
2026-02-22

Price after filing

1 day: 0.0%

Close on the filing date to close N calendar days later (from $0.74). Historical, not a forecast.

AI analysis

Red flags4 · Pro

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AI-generated analysis of a public disclosure. Not investment advice; verify against the original document.