Barinthus Biotherapeutics Announces Scheme Sanction; ADSs to Halt Sept 9, 2026

What Happened

• Barinthus Biotherapeutics plc (BRNS) filed an 8-K reporting that the High Court of Justice of England and Wales sanctioned the Scheme of Arrangement and a capital reduction of the company’s share premium account on September 1, 2026. The Scheme, part of a merger under the Merger Agreement dated September 29, 2025 (between Barinthus, Beacon Topco, Inc., Cdog Merger Sub, Inc. and Clywedog Therapeutics, Inc.), is now expected to become effective on September 9, 2026.
• The company notified Nasdaq on September 1, 2026 of the revised expected effective date; accordingly, trading of Barinthus’s American Depositary Shares (ADSs) on The Nasdaq Stock Market LLC is expected to be halted prior to the opening of trading on September 9, 2026. The company said its previously disclosed plans for delisting and deregistration of the ADSs remain unchanged.

Key Details

• Court sanction date: September 1, 2026 (High Court of Justice of England and Wales).
• Expected Scheme effective date: September 9, 2026.
• Nasdaq ADS trading: expected to be halted prior to market open on September 9, 2026.
• Transaction governed by Merger Agreement dated September 29, 2025 among Barinthus, Beacon Topco, Cdog Merger Sub and Clywedog Therapeutics.

Why It Matters

• If you hold Barinthus ADSs, trading is expected to stop on or before September 9, 2026 and the ADSs are subject to the company’s previously disclosed delisting and deregistration process, which can reduce liquidity and change how shareholders receive consideration under the merger.
• The sanction is a key legal step toward completing the merger; investors should review Barinthus’s prior disclosures about the merger, delisting/deregistration process and related risks, and watch for further company notices about timing and next steps.