Barinthus Biotherapeutics plc Completes Scheme; ADS Deposit Agreement Terminated

What Happened Barinthus Biotherapeutics plc (BRNS) filed an 8-K on September 9, 2026 reporting that a Scheme of Arrangement became effective, resulting in a change in control and related corporate actions. In connection with the Scheme’s effectiveness, the company’s Deposit Agreement dated April 29, 2021 (between Barinthus, The Bank of New York Mellon as depositary, and ADS holders) was terminated. The filing also references the Merger Agreement dated September 29, 2025 and its amendment dated February 22, 2026.

Key Details

• The 8-K reports Items 1.02 (termination of a material definitive agreement), 2.01 (completion of acquisition/disposition of assets), 3.01 (notice of delisting or failure to satisfy continued listing), 3.03 (material modification to security holders’ rights) and 5.01 (change in control).
• Deposit Agreement terminated: dated April 29, 2021; termination occurred in connection with the Scheme of Arrangement’s effectiveness.
• Merger documents on file: Merger Agreement (Sept 29, 2025) and Merger Agreement Amendment (Feb 22, 2026) are included by reference as exhibits to the filing.
• Filing date: the Current Report on Form 8-K was filed with the SEC on September 9, 2026.

Why It Matters This 8-K signals a completed corporate transaction that materially changes control and the company’s capital structure and securities arrangements. The termination of the ADS Deposit Agreement is a concrete change affecting holders of Barinthus ADSs (American Depositary Shares); the filing also notifies investors of delisting-related and rights-modification matters. Retail investors holding Barinthus ordinary shares or ADSs should review the company’s shareholder communications, consult their brokers or legal advisers about the practical effects, and check the referenced merger documents for full terms.