Barinthus Biotherapeutics plc. 8-K

What Happened
Barinthus Biotherapeutics plc (referred to in the filing as "Beacon") filed an 8-K on Feb 23, 2026 to disclose an amendment (dated Feb 22, 2026) to the previously announced Agreement and Plan of Merger with Clywedog Therapeutics, Inc. The amendment revises the defined Scheme Exchange Ratio and Merger Exchange Ratio and expands the minimum cash requirements for both parties to reflect a later assumed closing date caused by unexpected delays from recent U.S. federal government shutdowns. Topco (a newly formed Delaware subsidiary) has also filed a registration statement for Topco common stock to be issued in connection with the transaction; a proxy statement/prospectus will be provided to Beacon investors.

Key Details

• Merger amendment dated: February 22, 2026 (Original Merger Agreement dated September 29, 2025).
• Scheme Exchange Ratio revised to a range of 0.1 to 0.166667 (final value to be set by Beacon’s board or committee).
• Merger Exchange Ratio revised to a range of 0.000305 to 0.000508 (to be finalized by Clywedog and Beacon, preserving agreed Topco ownership split).
• Clywedog and Beacon minimum cash requirements expanded to include amounts based on assumed closing dates of May 31, 2026 (Clywedog) and June 30, 2026 (Beacon) due to transaction delays.

Why It Matters
This amendment affects how Beacon and Clywedog equity will convert into Topco shares (the exchange ratios) and raises the required cash buffers for the parties if closing is delayed. For investors, the key takeaways are that the companies are preserving the planned ownership split in the combined company and preparing for a later close date; however, the transaction still requires customary approvals and filings (and may be delayed or not completed). Beacon investors should review the forthcoming registration statement and proxy statement/prospectus for full details and watch for updates on the final exchange ratios and closing timeline.