brns-20260630

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, DC 20549

FORM 10-Q

(Mark One)

x QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the quarterly period ended June 30, 2026

o TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the transition period from ________to ________

Commission File Number: 001-40367

BARINTHUS BIOTHERAPEUTICS PLC

(Exact Name of Registrant as Specified in its Charter)


England and Wales			Not Applicable
(State or other jurisdiction of incorporation or organization)			(I.R.S. Employer Identification No.)
20400 Century Blvd, Suite 210, Germantown, MD			20874
(Address of principal executive offices)			(Zip Code)

Registrant’s telephone number, including area code: 443 917-0966

Securities registered pursuant to Section 12(b) of the Act:


Title of each class	Trading Symbol(s)	Name of each exchange on which registered
American Depositary Shares*	BRNS	The Nasdaq Capital Market
Ordinary shares, nominal value £0.000025 per share**

*American Depositary Shares may be evidenced by American Depositary Receipts. Each American Depositary Share represents one (1) ordinary share.

**Not for trading, but only in connection with the listing of American Depositary Shares on The Nasdaq Capital Market.

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes x No o

Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§ 232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files). Yes x No o

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.


Large accelerated filer o			Accelerated filer o
Non-accelerated filer x			Smaller reporting company x
			Emerging growth company x

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. o

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes o No x

As of July 30, 2026, the registrant had 40,848,893 ordinary shares, nominal value £0.000025 per share, outstanding.

Table of Contents


		Page
PART I - FINANCIAL INFORMATION		1
Item 1.	Financial Statements	1
Item 2.	Management’s Discussion and Analysis of Financial Condition and Results of Operations	18
Item 3.	Quantitative and Qualitative Disclosure About Market Risk	30
Item 4.	Controls and Procedures	31
PART II - OTHER INFORMATION		32
Item 1.	Legal Proceedings	32
Item 1A	Risk Factors	32
Item 2.	Unregistered Sales of Equity Securities and Use of Proceeds	34
Item 3.	Defaults Upon Senior Securities	34
Item 4.	Mine Safety Disclosures	34
Item 5.	Other Information	34
Item 6.	Exhibits	34
SIGNATURES		35

We own the registered trademark BARINTHUS in the United Kingdom ("U.K."), and we have filed applications at the U.K. Intellectual Property Office and other intellectual properties to register trademarks for BARINTHUS, SNAP-TI, SNAP-CI and a design logo globally. We also own various trademark registrations and applications, and unregistered trademarks, including the registered trademark VACCITECH, and trademarks relating to the technologies acquired as part of our acquisition of Avidea Technologies, Inc. ("Avidea") in December 2021 including the registered trademarks SNAPVAX and SYNTHOLYTIC. All other trade names, trademarks and service marks of other companies appearing in this Quarterly Report on Form 10-Q, or this Quarterly Report, are the property of their respective holders. Solely for convenience, the trademarks and trade names in this Quarterly Report may be referred to without the ® and ™ symbols, but such references should not be construed as any indicator that their respective owners will not assert, to the fullest extent under applicable law, their rights thereto. We do not intend to use or display other companies’ trademarks and trade names to imply a relationship with, or endorsement or sponsorship of us by, any other companies.

From time to time, we may use our website, our X (formerly known as Twitter) account at @Barinthusbio and our LinkedIn account at linkedin.com/company/barinthus-bio to distribute material information about us and for complying with our disclosure obligations under Regulation FD. Our financial and other material information is routinely posted to and accessible on the Investors section of our website, available at www.barinthusbio.com. Investors are encouraged to review the Investors section of our website because we may post material information on that site that is not otherwise disseminated by us. Information that is contained in and can be accessed through our website, our X (formerly known as Twitter) posts and our LinkedIn posts are not incorporated into, and does not form a part of, this Quarterly Report.

Table of Contents

PART I -  FINANCIAL INFORMATION

Item 1. Financial Statements.

INDEX TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)


Condensed Consolidated Financial Statements (Unaudited)						Page
Condensed Consolidated Balance Sheets						F-1
Condensed Consolidated Statements of Operations and Comprehensive Loss						F-2
Condensed Consolidated Statements of Changes in Stockholders’ Equity						F-3
Condensed Consolidated Statements of Cash Flows						F-4
Notes to Condensed Consolidated Financial Statements						F-5

Table of Contents

BARINTHUS BIOTHERAPEUTICS PLC

CONDENSED CONSOLIDATED BALANCE SHEETS

(IN THOUSANDS, EXCEPT NUMBER OF SHARES AND PER SHARE AMOUNTS)

(UNAUDITED)


	As of June 30, 2026		As of December 31, 2025

ASSETS
Cash and cash equivalents	$	59,295	$	70,456
Restricted cash	335		1,396
Research and development incentives receivable	1,281		1,108
Prepaid expenses and other current assets	2,362		4,830
Total current assets	63,273		77,790
Property and equipment, net	3,038		3,523
Intangible assets, net	13,045		14,288
Right of use assets, net	1,618		1,638
Other assets	919		930
Total assets	$	81,893	$	98,169
LIABILITIES AND STOCKHOLDERS’ EQUITY
Current liabilities:
Accounts payable	$	535	$	350
Accrued expenses and other current liabilities	8,829		6,249
Deferred income	335		1,396
Operating lease liability - current	1,724		2,023
Total current liabilities	11,423		10,018
Non-current liabilities:
Operating lease liability - non-current	8,571		9,258
Contingent consideration	3,063		2,871
Other non-current liabilities	1,487		1,476
Deferred tax liability, net	215		254
Total liabilities	$	24,759	$	23,877
Commitments and contingencies (Note 15)
Stockholders’ equity:
Ordinary shares, £0.000025 nominal value; as at June 30, 2026 40,848,893 shares authorized, issued and outstanding and as at December 31, 2025	1		1
Deferred A shares, £1 nominal value; as at June 30, 2026 63,443 shares authorized, issued and outstanding and as at December 31, 2025	86		86
Additional paid-in capital	394,932		393,944
Accumulated deficit	(320,208)		(304,092)
Accumulated other comprehensive loss – foreign currency translation adjustments	(17,738)		(15,731)
Total stockholders’ equity attributable to Barinthus Biotherapeutics plc shareholders	57,073		74,208
Noncontrolling interest	61		84
Total stockholders’ equity	$	57,134	$	74,292
Total liabilities and stockholders’ equity	$	81,893	$	98,169

The accompanying notes are an integral part of these condensed consolidated financial statements.

F-1

Table of Contents

BARINTHUS BIOTHERAPEUTICS PLC

CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS AND COMPREHENSIVE LOSS

(IN THOUSANDS, EXCEPT NUMBER OF SHARES AND PER SHARE AMOUNTS)

(UNAUDITED)


	Three months ended				Six months ended
	June 30, 2026		June 30, 2025		June 30, 2026		June 30, 2025
Operating expenses
Research and development	$	3,923	$	7,953	$	7,516	$	16,243
General and administrative	7,101		15,384		9,629		28,023
Total operating expenses	11,024		23,337		17,145		44,266
Other operating income	5		13		51		342
Loss from operations	(11,019)		(23,324)		(17,094)		(43,924)
Other income/(expense):
Interest income	343		523		693		1,079
Interest expense	(14)		(12)		(27)		(25)
Research and development incentives	42		1,342		191		1,644
Other income	26		320		65		395
Total other income, net	397		2,173		922		3,093
Loss before income tax	(10,622)		(21,151)		(16,172)		(40,831)
Tax benefit	23		25		39		47
Net loss	(10,599)		(21,126)		(16,133)		(40,784)
Net loss attributable to noncontrolling interest	19		2		22		12
Net loss attributable to Barinthus Biotherapeutics plc shareholders	(10,580)		(21,124)		(16,111)		(40,772)

Weighted-average ordinary shares outstanding, basic	40,848,893		40,343,521		40,848,893		40,304,584
Weighted-average ordinary shares outstanding, diluted	40,848,893		40,343,521		40,848,893		40,304,584
Net loss per share attributable to ordinary shareholders, basic	$	(0.26)	$	(0.52)	$	(0.39)	$	(1.01)
Net loss per share attributable to ordinary shareholders, diluted	$	(0.26)	$	(0.52)	$	(0.39)	$	(1.01)

Net loss	$	(10,599)	$	(21,126)	$	(16,133)	$	(40,784)
Other comprehensive (loss)/gain – foreign currency translation adjustments	822		8,295		(2,014)		12,941
Comprehensive loss	(9,777)		(12,831)		(18,147)		(27,843)
Comprehensive loss/(gain) attributable to noncontrolling interest	18		(5)		23		2
Comprehensive loss attributable to Barinthus Biotherapeutics plc shareholders	$	(9,759)	$	(12,836)	$	(18,124)	$	(27,841)

The accompanying notes are an integral part of these condensed consolidated financial statements.

F-2

Table of Contents

BARINTHUS BIOTHERAPEUTICS PLC

CONDENSED CONSOLIDATED STATEMENTS OF CHANGES IN

STOCKHOLDERS’ EQUITY

(IN THOUSANDS, EXCEPT NUMBER OF SHARES)

(UNAUDITED)


	Three and Six months ended June 30, 2026
	Ordinary Shares			Deferred A Shares
	Shares	Amount		Shares	Amount		Additional Paid-in-Capital		Accumulated Deficit		Accumulated Other Comprehensive Loss		Total stockholders’ equity attributable to Barinthus Biotherapeutics plc stockholders		Noncontrolling Interest		Total Stockholders' Equity
Balance, January 1, 2026	40,848,893	$	1	63,443	$	86	$	393,944	$	(304,092)	$	(15,731)	$	74,208	$	84	$	74,292
Share based compensation	—	—		—	—		556		—		—		556		—		556

Foreign currency translation adjustments	—	—		—	—		(1)		(5)		(2,828)		(2,834)		(2)		(2,836)
Net loss	—	—		—	—		—		(5,531)		—		(5,531)		(3)		(5,534)
Balance, March 31, 2026	40,848,893	$	1	63,443	$	86	$	394,499	$	(309,628)	$	(18,559)	$	66,399	$	79	$	66,478
Share based compensation	—	—		—	—		433		—		—		433		—		433

Foreign currency translation adjustments	—	—		—	—		—		—		821		821		1		822
Net loss	—	—		—	—		—		(10,580)		—		(10,580)		(19)		(10,599)
Balance, June 30, 2026	40,848,893	$	1	63,443	$	86	$	394,932	$	(320,208)	$	(17,738)	$	57,073	$	61	$	57,134


	Three and Six months ended June 30, 2025
	Ordinary Shares				Deferred A Shares
	Shares	Amount			Shares	Amount		Additional Paid-in-Capital		Accumulated Deficit		Accumulated Other Comprehensive Loss		Total stockholders’ equity attributable to Barinthus Biotherapeutics plc stockholders		Noncontrolling Interest		Total Stockholders' Equity
Balance, January 1, 2025	40,234,663	$	1		63,443	$	86	$	393,474	$	(237,664)	$	(25,868)	$	130,029	$	106	$	130,135
Share based compensation	—	—			—	—		468		—		—		468		—		468
Issue of ordinary shares, net of issuance costs	104,732	0		1	—	—		2		—		—		2		—		2
Foreign currency translation adjustments	—	—			—	—		—		—		4,643		4,643		3		4,646
Net loss	—	—			—	—		—		(19,648)		—		(19,648)		(10)		(19,658)
Balance, March 31, 2025	40,339,395	$	1		63,443	$	86	$	393,944	$	(257,312)	$	(21,225)	$	115,494	$	99	$	115,593
Share based compensation	—	—			—	—		(281)		—		—		(281)