Barinthus Biotherapeutics Announces Combination with Clywedog; Nasdaq Delisting

What Happened

• Barinthus Biotherapeutics plc (BRNS) filed an 8-K on August 25, 2026 (press release dated August 24, 2026) announcing a proposed combination with Clywedog Therapeutics under a Merger Agreement dated September 29, 2025.
• The company notified Nasdaq on August 24, 2026 that it intends to withdraw its American Depositary Shares (ADSs) from Nasdaq and requested Nasdaq file Form 25 with the SEC to delist the ADSs; trading is expected to halt prior to the open on September 3, 2026.
• Following the transactions, Topco (a company created in the transaction structure) will be renamed “Clywedog Therapeutics Holdings, Inc.” and its common stock is expected to be listed on Nasdaq under ticker CLYD.

Key Details

• Board action: On August 24, 2026 the Board set the Scheme Exchange Ratio at 0.111 to meet Nasdaq minimum listing price requirements.
• Timing: Scheme expected effective September 3, 2026; High Court hearing in London scheduled for September 1, 2026.
• Post-delisting steps: Upon effectiveness of Form 25 the company intends to file Form 15 to deregister ADSs and suspend Exchange Act reporting under Sections 13 and 15(d).
• Corporate naming/ticker: Topco to be renamed Clywedog Therapeutics Holdings, Inc.; expected Nasdaq ticker “CLYD.”

Why It Matters

• This filing signals a corporate combination that will remove Barinthus’s ADSs from Nasdaq and move the combined company onto a new Nasdaq listing (CLYD). That means current ADS holders should expect trading to stop around September 3, 2026 and eventual conversion/exchange as described in the merger documents.
• The fixed Scheme Exchange Ratio (0.111) and court schedule are material transaction milestones investors can use to track timing and conversion mechanics.
• The company plans to deregister and suspend U.S. reporting after delisting, which will reduce public reporting obligations once the delisting/deregistration steps are completed.