Barinthus Biotherapeutics plc.

SEC EDGAR (TIER 1 · UNVERIFIED)

15-12G 1 tm2625840d1_1512g.htm 15-12G UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 15 CERTIFICATION AND NOTICE OF TERMINATION OF REGISTRATION UNDER SECTION 12(g) OF THE SECURITIES EXCHANGE ACT OF 1934 OR SUSPENSION OF DUTY TO FILE REPORTS UNDER SECTIONS 13 AND 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934. Commission File Number 001-40367 Barinthus Biotherapeutics plc (Exact name of registrant as specified in its charter) 20400 Century Boulevard, Suite 210, Germantown, MD 02874, United States of America (Address, including zip code, and telephone number, includin…

SEC EDGAR (TIER 1 · UNVERIFIED)

25 1 tm2624972d7_25.htm FORM 25 OMB APPROVAL UNITED STATES OMB Number: 3235-0080 SECURITIES AND EXCHANGE COMMISSION Expires: May 31, 2027 Washington, D. C. 20549 Estimated average burden hours per response…………1.00 FORM 25 NOTIFICATION OF REMOVAL FROM LISTING AND/OR REGISTRATION UNDER SECTION 12(b) OF THE SECURITIES EXCHANGE ACT OF 1934. Commission File Number 001-40367 Barinthus Biotherapeutics plc (Exact name of Issuer as specified in its charter, and name of Exchange where security is listed and/or registered) 20400 Century Boulevard, Suite 210, Germantown, MD 028…

SEC EDGAR (TIER 1 · UNVERIFIED)

Item 3.01 Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing. The information set forth under the Introductory Note and Item 2.01 of this Current Report on Form 8-K is incorporated herein by reference into this Item 3.01. As previously disclosed, in connection with the Scheme of Arrangement, the Company notified The Nasdaq Stock Market LLC ( Nasdaq ) of its intent to voluntarily withdraw the listing of the Company ADSs from Nasdaq. In connection with the effectiveness of the Scheme of Arrangement, the Company (i) notified Nasdaq of the sanctioni…

SEC Company Submissions (TIER 1 · UNVERIFIED)

Barinthus Biotherapeutics plc. — Pharmaceutical Preparations (SIC 2834) — GERMANTOWN, MD

SEC EDGAR (TIER 1 · UNVERIFIED)

Item 3.01. Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing. On December 30, 2025, Barinthus Biotherapeutics plc (the Company ) received a letter from the Nasdaq Stock Market LLC ( Nasdaq ) indicating that the closing bid price of the Company s American Depositary Shares (the ADS ), each representing one ordinary share of the Company, was below $1.00 per share for 30 consecutive business days, and that, therefore, the Company is not in compliance with Nasdaq Listing Rule 5450(a)(1), which is the minimum bid price requirement for continued list…

SEC EDGAR (TIER 1 · UNVERIFIED)

Item 3.01. Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing. On August 24, 2026, in connection with the scheme of arrangement under Part 26 of the United Kingdom Companies Act 2006 (the Scheme ), which is expected to become effective on September 3, 2026 and is contemplated by the Agreement and Plan of Merger, dated September 29, 2025, by and among Barinthus Biotherapeutics plc (the Company ), Beacon Topco, Inc., a Delaware corporation and a direct wholly owned subsidiary of the Company ( Topco ), Cdog Merger Sub, Inc., a Delaware corporation…

SEC EDGAR (TIER 1 · UNVERIFIED)

Item 3.01. Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing. The information set forth under the Item 8.01 of this Current Report on Form 8-K is incorporated herein by reference into this Item 3.01. Item 8.01. Other Events. Certain of the transactions contemplated by the Agreement and Plan of Merger, dated September 29, 2025, by and among Barinthus Biotherapeutics plc (the Company ), Beacon Topco, Inc., a Delaware corporation and a direct wholly owned subsidiary of the Company ( Topco ), Cdog Merger Sub, Inc., a Delaware corporation and a dire…