{"filing":{"accession_number":"0001104659-26-100470","cik":"0001828185","ticker":"BRNS","company_name":"Barinthus Biotherapeutics plc.","form":"8-K","filing_date":"2026-08-25","report_date":"2026-08-24","primary_document":"tm2623930d1_8k.htm","primary_document_url":"https://www.sec.gov/Archives/edgar/data/1828185/000110465926100470/tm2623930d1_8k.htm"},"events":[{"id":29276,"run_id":26790,"accession_number":"0001104659-26-100470","anchor_item_number":"8.01","event_type":"ma_activity","event_domain":"operational","is_material":true,"confidence":0.95,"summary":"Barinthus Biotherapeutics plc is completing an all-stock combination with Clywedog Therapeutics under a scheme of arrangement, with an exchange ratio of 0.111 and expected effectiveness on September 3, 2026. The transaction will result in a change of control, with the combined entity listing under ticker 'CLYD' and Barinthus Bio's ADSs delisting from Nasdaq.","company_name":"Barinthus Biotherapeutics plc.","ticker":"BRNS","filing_date":"2026-08-25","form":"8-K","submitted_at":null,"items":[{"id":31499,"accession_number":"0001104659-26-100470","item_number":"3.01","item_title":"Notice of Delisting or Failure to Satisfy a Continued","event_type":"delisting_risk","event_domain":"terminal","is_material":true,"confidence":0.95,"reasoning":"The filing discloses Barinthus Bio's notice to Nasdaq of intent to withdraw its ADS listing following the effectiveness of a scheme of arrangement (merger) expected September 3, 2026. The company explicitly states it will request Nasdaq file a Form 25 to delist the ADSs and deregister under Section 12(b) of the Exchange Act, with trading expected to halt prior to market open on September 3, 2026. This is a material delisting event triggered by the completion of a merger transaction.","classifier_version":"claude-haiku-4-5-20251001+prompt-a85dd512","taxonomy_version":"v1.3","classified_at":"2026-08-25T10:08:09.236666+00:00","company_name":"","ticker":null,"filing_date":""},{"id":31500,"accession_number":"0001104659-26-100470","item_number":"7.01","item_title":"Regulation FD Disclosure.","event_type":"ma_activity","event_domain":"operational","is_material":true,"confidence":0.95,"reasoning":"The filing discloses a material acquisition/merger: Barinthus Bio's proposed all-stock combination with Clywedog Therapeutics under a scheme of arrangement expected to close September 3, 2026. The press release provides specific transaction details including the Scheme Exchange Ratio (0.111), delisting of Barinthus Bio ADSs from Nasdaq, and listing of the combined entity under ticker \"CLYD.\" This represents a change of control and material M\u0026A activity requiring 8-K disclosure.","classifier_version":"claude-haiku-4-5-20251001+prompt-a85dd512","taxonomy_version":"v1.3","classified_at":"2026-08-25T10:08:09.236666+00:00","company_name":"","ticker":null,"filing_date":""},{"id":31501,"accession_number":"0001104659-26-100470","item_number":"8.01","item_title":"Other Events.","event_type":"ma_activity","event_domain":"operational","is_material":true,"confidence":0.95,"reasoning":"The filing discloses material M\u0026A activity: the completion and closing mechanics of a proposed combination between Barinthus Bio and Clywedog Therapeutics under a Scheme of Arrangement. The Board determined the Scheme Exchange Ratio (0.111) on August 24, 2026, the Scheme is expected to become effective September 3, 2026, and the company has notified Nasdaq of its intent to delist and deregister its ADSs following the transaction's effectiveness. This represents the final stages of a material acquisition/merger transaction that will result in a change of control and delisting.","classifier_version":"claude-haiku-4-5-20251001+prompt-a85dd512","taxonomy_version":"v1.3","classified_at":"2026-08-25T10:08:09.236666+00:00","company_name":"","ticker":null,"filing_date":""}]}],"classifications":[{"id":31499,"accession_number":"0001104659-26-100470","item_number":"3.01","item_title":"Notice of Delisting or Failure to Satisfy a Continued","event_type":"delisting_risk","event_domain":"terminal","is_material":true,"confidence":0.95,"reasoning":"The filing discloses Barinthus Bio's notice to Nasdaq of intent to withdraw its ADS listing following the effectiveness of a scheme of arrangement (merger) expected September 3, 2026. The company explicitly states it will request Nasdaq file a Form 25 to delist the ADSs and deregister under Section 12(b) of the Exchange Act, with trading expected to halt prior to market open on September 3, 2026. This is a material delisting event triggered by the completion of a merger transaction.","classifier_version":"claude-haiku-4-5-20251001+prompt-a85dd512","taxonomy_version":"v1.3","classified_at":"2026-08-25T10:08:09.236666+00:00","company_name":"Barinthus Biotherapeutics plc.","ticker":"BRNS","filing_date":"2026-08-25"},{"id":31500,"accession_number":"0001104659-26-100470","item_number":"7.01","item_title":"Regulation FD Disclosure.","event_type":"ma_activity","event_domain":"operational","is_material":true,"confidence":0.95,"reasoning":"The filing discloses a material acquisition/merger: Barinthus Bio's proposed all-stock combination with Clywedog Therapeutics under a scheme of arrangement expected to close September 3, 2026. The press release provides specific transaction details including the Scheme Exchange Ratio (0.111), delisting of Barinthus Bio ADSs from Nasdaq, and listing of the combined entity under ticker \"CLYD.\" This represents a change of control and material M\u0026A activity requiring 8-K disclosure.","classifier_version":"claude-haiku-4-5-20251001+prompt-a85dd512","taxonomy_version":"v1.3","classified_at":"2026-08-25T10:08:09.236666+00:00","company_name":"Barinthus Biotherapeutics plc.","ticker":"BRNS","filing_date":"2026-08-25"},{"id":31501,"accession_number":"0001104659-26-100470","item_number":"8.01","item_title":"Other Events.","event_type":"ma_activity","event_domain":"operational","is_material":true,"confidence":0.95,"reasoning":"The filing discloses material M\u0026A activity: the completion and closing mechanics of a proposed combination between Barinthus Bio and Clywedog Therapeutics under a Scheme of Arrangement. The Board determined the Scheme Exchange Ratio (0.111) on August 24, 2026, the Scheme is expected to become effective September 3, 2026, and the company has notified Nasdaq of its intent to delist and deregister its ADSs following the transaction's effectiveness. This represents the final stages of a material acquisition/merger transaction that will result in a change of control and delisting.","classifier_version":"claude-haiku-4-5-20251001+prompt-a85dd512","taxonomy_version":"v1.3","classified_at":"2026-08-25T10:08:09.236666+00:00","company_name":"Barinthus Biotherapeutics plc.","ticker":"BRNS","filing_date":"2026-08-25"}]}