{"filing":{"accession_number":"0001104659-26-106183","cik":"0001828185","ticker":"BRNS","company_name":"Barinthus Biotherapeutics plc.","form":"8-K","filing_date":"2026-09-09","report_date":"2026-09-09","primary_document":"tm2625093d1_8k.htm","primary_document_url":"https://www.sec.gov/Archives/edgar/data/1828185/000110465926106183/tm2625093d1_8k.htm"},"events":[{"id":32282,"run_id":29659,"accession_number":"0001104659-26-106183","anchor_item_number":"2.01","event_type":"ma_activity","event_domain":"operational","is_material":true,"confidence":0.96,"summary":"Barinthus Biotherapeutics plc completed a Scheme of Arrangement merger in which Topco acquired all issued and to-be-issued ordinary shares of the Company in exchange for 0.111 shares of Topco common stock per Company Share, with the Company becoming a wholly-owned subsidiary of Topco effective September 9, 2026. The transaction resulted in a material modification of shareholder rights and triggered the voluntary delisting of the Company's ADSs from Nasdaq.","company_name":"Barinthus Biotherapeutics plc.","ticker":"BRNS","filing_date":"2026-09-09","form":"8-K","submitted_at":null,"items":[{"id":35423,"accession_number":"0001104659-26-106183","item_number":"1.02","item_title":null,"event_type":"ma_activity","event_domain":"operational","is_material":true,"confidence":0.85,"reasoning":"The filing discloses termination of a Deposit Agreement in connection with the effectiveness of a \"Scheme of Arrangement,\" which is a UK/Commonwealth term for a merger or reorganization. The termination of the ADS deposit agreement is a direct consequence of a material change-of-control transaction. While Item 1.02 technically covers termination of material agreements, the substance here is the completion of an M\u0026A transaction (the Scheme), making ma_activity the most appropriate classification.","classifier_version":"claude-haiku-4-5-20251001+prompt-a85dd512","taxonomy_version":"v1.3","classified_at":"2026-09-09T14:26:16.551449+00:00","company_name":"","ticker":null,"filing_date":""},{"id":35424,"accession_number":"0001104659-26-106183","item_number":"2.01","item_title":null,"event_type":"ma_activity","event_domain":"operational","is_material":true,"confidence":0.98,"reasoning":"This Item 2.01 discloses the completion of a merger transaction in which Topco acquired all issued and to-be-issued ordinary shares of Barinthus Biotherapeutics plc in exchange for 0.111 shares of Topco common stock per Company Share. The filing describes the Scheme Effective Time, the exchange ratio, treatment of equity awards (options and RSUs), and references the Merger Agreement and Scheme of Arrangement. This is a material acquisition/change of control event that fundamentally alters the registrant's ownership structure.","classifier_version":"claude-haiku-4-5-20251001+prompt-a85dd512","taxonomy_version":"v1.3","classified_at":"2026-09-09T14:26:16.551449+00:00","company_name":"","ticker":null,"filing_date":""},{"id":35425,"accession_number":"0001104659-26-106183","item_number":"3.01","item_title":null,"event_type":"delisting_risk","event_domain":"terminal","is_material":true,"confidence":0.95,"reasoning":"The filing discloses a voluntary delisting of the Company's ADSs from Nasdaq effective September 9, 2026, following the sanctioning of a Scheme of Arrangement by the Court. The Company notified Nasdaq of its intent to withdraw the listing, requested suspension of trading, and requested filing of a Form 25 to delist and deregister the ADSs under Section 12(b) of the Exchange Act. This is a material delisting event that eliminates the public trading market for the Company's securities.","classifier_version":"claude-haiku-4-5-20251001+prompt-a85dd512","taxonomy_version":"v1.3","classified_at":"2026-09-09T14:26:16.551449+00:00","company_name":"","ticker":null,"filing_date":""},{"id":35426,"accession_number":"0001104659-26-106183","item_number":"3.03","item_title":null,"event_type":"ma_activity","event_domain":"operational","is_material":true,"confidence":0.95,"reasoning":"Item 3.03 discloses a material modification to security holder rights arising from completion of a Scheme of Arrangement merger. The prose explicitly states that \"all Company Shares were acquired by Topco\" and that \"the Company's shareholders ceased to have any rights with respect to the Company Shares except their rights under the Scheme of Arrangement to receive the consideration payable under the Merger Agreement.\" This is the completion of a change-of-control transaction (referenced in Items 2.01 and 3.01), which is a material acquisition event. The modification of shareholder rights is the direct consequence of the merger's effectiveness.","classifier_version":"claude-haiku-4-5-20251001+prompt-a85dd512","taxonomy_version":"v1.3","classified_at":"2026-09-09T14:26:16.551449+00:00","company_name":"","ticker":null,"filing_date":""},{"id":35427,"accession_number":"0001104659-26-106183","item_number":"5.01","item_title":null,"event_type":"ma_activity","event_domain":"operational","is_material":true,"confidence":0.95,"reasoning":"The filing discloses that \"at the Scheme Effective Time, a change of control of the Company occurred and the Company became a wholly-owned subsidiary of Topco.\" This represents a completed change of control transaction, which is a material acquisition or merger event. The forward-looking statements reference delisting and deregistration of ADSs, confirming the terminal nature of the transaction. Item 5.01 is the designated item for changes in control, and the prose explicitly states the change occurred and the company is now wholly-owned by Topco.","classifier_version":"claude-haiku-4-5-20251001+prompt-a85dd512","taxonomy_version":"v1.3","classified_at":"2026-09-09T14:26:16.551449+00:00","company_name":"","ticker":null,"filing_date":""}]}],"classifications":[{"id":35423,"accession_number":"0001104659-26-106183","item_number":"1.02","item_title":null,"event_type":"ma_activity","event_domain":"operational","is_material":true,"confidence":0.85,"reasoning":"The filing discloses termination of a Deposit Agreement in connection with the effectiveness of a \"Scheme of Arrangement,\" which is a UK/Commonwealth term for a merger or reorganization. The termination of the ADS deposit agreement is a direct consequence of a material change-of-control transaction. While Item 1.02 technically covers termination of material agreements, the substance here is the completion of an M\u0026A transaction (the Scheme), making ma_activity the most appropriate classification.","classifier_version":"claude-haiku-4-5-20251001+prompt-a85dd512","taxonomy_version":"v1.3","classified_at":"2026-09-09T14:26:16.551449+00:00","company_name":"Barinthus Biotherapeutics plc.","ticker":"BRNS","filing_date":"2026-09-09"},{"id":35424,"accession_number":"0001104659-26-106183","item_number":"2.01","item_title":null,"event_type":"ma_activity","event_domain":"operational","is_material":true,"confidence":0.98,"reasoning":"This Item 2.01 discloses the completion of a merger transaction in which Topco acquired all issued and to-be-issued ordinary shares of Barinthus Biotherapeutics plc in exchange for 0.111 shares of Topco common stock per Company Share. The filing describes the Scheme Effective Time, the exchange ratio, treatment of equity awards (options and RSUs), and references the Merger Agreement and Scheme of Arrangement. This is a material acquisition/change of control event that fundamentally alters the registrant's ownership structure.","classifier_version":"claude-haiku-4-5-20251001+prompt-a85dd512","taxonomy_version":"v1.3","classified_at":"2026-09-09T14:26:16.551449+00:00","company_name":"Barinthus Biotherapeutics plc.","ticker":"BRNS","filing_date":"2026-09-09"},{"id":35425,"accession_number":"0001104659-26-106183","item_number":"3.01","item_title":null,"event_type":"delisting_risk","event_domain":"terminal","is_material":true,"confidence":0.95,"reasoning":"The filing discloses a voluntary delisting of the Company's ADSs from Nasdaq effective September 9, 2026, following the sanctioning of a Scheme of Arrangement by the Court. The Company notified Nasdaq of its intent to withdraw the listing, requested suspension of trading, and requested filing of a Form 25 to delist and deregister the ADSs under Section 12(b) of the Exchange Act. This is a material delisting event that eliminates the public trading market for the Company's securities.","classifier_version":"claude-haiku-4-5-20251001+prompt-a85dd512","taxonomy_version":"v1.3","classified_at":"2026-09-09T14:26:16.551449+00:00","company_name":"Barinthus Biotherapeutics plc.","ticker":"BRNS","filing_date":"2026-09-09"},{"id":35426,"accession_number":"0001104659-26-106183","item_number":"3.03","item_title":null,"event_type":"ma_activity","event_domain":"operational","is_material":true,"confidence":0.95,"reasoning":"Item 3.03 discloses a material modification to security holder rights arising from completion of a Scheme of Arrangement merger. The prose explicitly states that \"all Company Shares were acquired by Topco\" and that \"the Company's shareholders ceased to have any rights with respect to the Company Shares except their rights under the Scheme of Arrangement to receive the consideration payable under the Merger Agreement.\" This is the completion of a change-of-control transaction (referenced in Items 2.01 and 3.01), which is a material acquisition event. The modification of shareholder rights is the direct consequence of the merger's effectiveness.","classifier_version":"claude-haiku-4-5-20251001+prompt-a85dd512","taxonomy_version":"v1.3","classified_at":"2026-09-09T14:26:16.551449+00:00","company_name":"Barinthus Biotherapeutics plc.","ticker":"BRNS","filing_date":"2026-09-09"},{"id":35427,"accession_number":"0001104659-26-106183","item_number":"5.01","item_title":null,"event_type":"ma_activity","event_domain":"operational","is_material":true,"confidence":0.95,"reasoning":"The filing discloses that \"at the Scheme Effective Time, a change of control of the Company occurred and the Company became a wholly-owned subsidiary of Topco.\" This represents a completed change of control transaction, which is a material acquisition or merger event. The forward-looking statements reference delisting and deregistration of ADSs, confirming the terminal nature of the transaction. Item 5.01 is the designated item for changes in control, and the prose explicitly states the change occurred and the company is now wholly-owned by Topco.","classifier_version":"claude-haiku-4-5-20251001+prompt-a85dd512","taxonomy_version":"v1.3","classified_at":"2026-09-09T14:26:16.551449+00:00","company_name":"Barinthus Biotherapeutics plc.","ticker":"BRNS","filing_date":"2026-09-09"}]}