UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d)

of the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): ~~March~~April 2722, 2026

BARINTHUS BIOTHERAPEUTICS PLC

(Exact name of registrant as specified in its charter)

England and Wales

001-40367

Not Applicable

(State or other jurisdiction

of incorporation)

(Commission

File Number)

(I.R.S. Employer

Identification No.)

Barinthus Biotherapeutics plc

20400 Century Blvd, Suite 210

Germantown, MD 20874

(Address of principal executive offices, including zip code)

443 917-0966

(Registrant’s telephone number, including area code)

Not Applicable

(Former name or former address, if changed since last report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

¨	Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

¨	Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

¨	Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

¨	Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:

Title of each class	Trade Symbol(s)	Name of each exchange on which registered
American Depositary Shares	BRNS	The Nasdaq Global Market
Ordinary shares, nominal value £0.000025 per share*

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§ 230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§ 240.12b-2 of this chapter).

Emerging growth company x

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ¨

American Depositary Shares may be evidenced by American Depositary Receipts. Each American Depositary Share represents one (1) ordinary share. Not for trading, but only in connection with the listing of the American Depositary Shares on The Nasdaq Global Market. The American Depositary Shares represent the right to receive ordinary shares and are being registered under the Securities Act of 1933, as amended, pursuant to a separate Registration Statement on Form F-6. Accordingly, the American Depositary Shares are exempt from the operation of Section 12(a) of the Securities Exchange Act of 1934, as amended, pursuant to Rule 12a-8.

00-0000000

Item 5.02. Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

AsOn ~~previously~~April ~~disclosed~~22, ~~Gemma~~2026, ~~Jones~~the ~~provides~~board ~~services~~of todirectors of Barinthus ~~Biotherapeutics~~ Biotherapeutics plc (the “Company”) as anappointed ~~employee~~Douglas ofSwirsky ~~CFGI~~as ~~and~~Chief ~~serves~~Financial asOfficer ~~the~~and ~~Company’s~~ principal accounting officer~~. On~~ ~~March 27,~~of ~~2026, Ms. Jones notified~~ the Company ~~that she will step down as the Company’s principal accounting officer~~, effective as of ~~April 30~~May 1, 2026 (the “Appointment”).

~~Forward~~Douglas ~~Looking~~Swirsky, ~~Statements~~age 56, has over 25 years of experience in a wide range of industries. Mr. Swirsky served as Chief Financial Officer of MaxCyte, Inc. from March 2023 to March 2026 and currently is a Senior Advisor to MaxCyte’s Chief Executive Officer. Prior to that, Mr. Swirsky served as Chief Financial Officer and Treasurer of AavantiBio, Inc. from February 2021 until its acquisition by Solid Biosciences, Inc. in December 2022. Before that, Mr. Swirsky served as President, Chief Executive Officer and a director of Rexahn Pharmaceuticals, Inc. from November 2018 until November 2020. Mr. Swirsky currently serves as chairman of the board of directors of Cellectar Biosciences, Inc. Previously, he also served on the board of directors of NeuroBo Pharmaceuticals, Inc. Mr. Swirsky is a certified public accountant in the state of Maryland and a CFA charterholder. He received his B.S. in Business Administration from Boston University and his M.B.A. from the Kellogg School of Management at Northwestern University.

~~This~~In ~~Current~~connection ~~Report~~with onthe ~~Form 8-K contains forward-looking statements~~Appointment, ~~within~~ the ~~meaning~~Company ofentered ~~the~~into ~~Private~~a ~~Securities Litigation Reform Act of 1995, as amended, which can generally be identified as such by use~~master ofservices agreement (the ~~words~~ “~~expect,~~MSA”) ~~“will,”~~with ~~and~~Grand ~~similar~~Strand ~~expressions~~BioAdvisors LLC, ~~although~~pursuant ~~not~~to ~~all~~which ~~forward-looking statements contain these identifying words~~Mr. ~~These forward-looking statements include~~Swirsky, ~~without~~as ~~limitation,~~a ~~express~~Managing orMember ~~implied statements regarding the intended departure~~ of ~~the Company’s principal accounting officer and the timing thereof. Any forward-looking statements in this Current Report~~Grand onStrand ~~Form 8-K~~BioAdvisors ~~are based on management’s current expectations and beliefs and are subject to numerous risks~~LLC, ~~uncertainties~~will ~~and important~~provide ~~factors~~services ~~that may cause actual events or results~~ to ~~differ materially from those expressed or implied by any forward-looking statements contained in this Current Report on Form 8-K, including, without limitation, risks and uncertainties related to~~ the ~~success, cost and timing of the~~ Company’s ~~pipeline~~as ~~development~~Chief ~~activities~~Financial ~~and~~Officer ~~planned~~ and ~~ongoing~~principal ~~clinical~~accounting ~~trials,~~officer. ~~the~~Pursuant ~~Company’s ability~~ to the ~~execute on its strategy~~MSA, ~~regulatory developments,~~ the ~~risk that the~~ Company ~~may~~shall ~~not~~pay ~~achieve~~Mr. ~~the~~Swirsky ~~anticipated~~a ~~benefits~~fee of ~~its pipeline prioritization and corporate restructuring~~$20,000 ~~the~~per ~~Company’s~~month ~~ability~~in toaccordance ~~fund~~with ~~its operations and access capital,~~ the ~~Company’s preliminary~~terms ~~estimates~~ of ~~its cash and cash equivalents, including~~ the ~~risk~~MSA. ~~that~~The ~~final~~MSA ~~financial~~also ~~results~~provides ~~may differ materially from the~~that ~~Company’s preliminary estimates, and other risks identified in~~ the Company’s ~~filings~~will ~~with~~maintain ~~the~~directors’ ~~Securities~~ and ~~Exchange~~officers’ ~~Commission (the~~liability ~~“SEC”),~~insurance ~~including~~covering ~~its~~Mr. ~~Annual~~Swirsky ~~Report~~in onhis ~~Form 10-K~~capacity ~~for~~as ~~the~~an ~~year ended December 31, 2025, its Quarterly Reports~~officer on ~~Form 10-Q~~terms ~~and~~no ~~subsequent~~less ~~filings~~favorable ~~with~~than ~~the~~those ~~SEC.~~provided ~~The Company cautions you not~~ to ~~place~~other ~~undue~~officers ~~reliance on any forward-looking statements, which speak only as~~ of the ~~date they are made. The~~ Company ~~expressly~~and ~~disclaims~~will ~~any~~indemnify ~~obligation~~and tohold ~~publicly~~harmless ~~update~~Mr. orSwirsky ~~revise any such statements~~against tocertain ~~reflect~~liabilities ~~any~~arising ~~change~~out inof ~~expectations~~the orperformance inof ~~events~~services, ~~conditions~~subject orto ~~circumstances~~customary ~~on which any such statements may be based, or that may affect the likelihood that actual results will differ from those set forth in the forward-looking statements~~exceptions.

No family relationships exist between Mr. Swirsky and any of the Company’s directors or executive officers. There are no arrangements or understandings between Mr. Swirsky and any other person pursuant to which Mr. Swirsky was selected as the Chief Financial Officer and the principal accounting officer, nor are there any transactions to which the Company is or was a participant in which Mr. Swirsky has a material interest subject to disclosure pursuant to Item 404(a) of Regulation S-K.

SIGNATURE

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

	Barinthus Biotherapeutics plc
Date: March 31, 2026	By:	/s/ William Enright
Date: April 22, 2026	By:	/s/ William Enright
		William Enright
		Chief Executive Officer

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