brns-20260331

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 March 31, 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 Global 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 Global 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 April 23, 2026, the registrant had 40,848,893 ordinary shares, nominal value £0.000025 per share, outstanding.


		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	17
Item 3.	Quantitative and Qualitative Disclosure About Market Risk	27
Item 4.	Controls and Procedures	28
PART II - OTHER INFORMATION		29
Item 1.	Legal Proceedings	29
Item 1A	Risk Factors	29
Item 2.	Unregistered Sales of Equity Securities and Use of Proceeds	30
Item 3.	Defaults Upon Senior Securities	30
Item 4.	Mine Safety Disclosures	30
Item 5.	Other Information	30
Item 6.	Exhibits	31
SIGNATURES		32


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


	As of March 31, 2026		As of December 31, 2025
ASSETS
Cash and cash equivalents	$	65,858	$	70,456
Restricted cash	1,331		1,396
Research and development incentives receivable	1,232		1,108
Prepaid expenses and other current assets	4,243		4,830
Total current assets	72,664		77,790
Property and equipment, net	3,270		3,523
Intangible assets, net	13,666		14,288
Right of use assets, net	1,629		1,638
Other assets	914		930
Total assets	$	92,143	$	98,169
LIABILITIES AND STOCKHOLDERS’ EQUITY
Current liabilities:
Accounts payable	$	993	$	350
Accrued expenses and other current liabilities	8,685		6,249
Deferred income	318		1,396
Operating lease liability - current	2,005		2,023
Total current liabilities	12,001		10,018
Non-current liabilities:
Operating lease liability - non-current	9,003		9,258
Contingent consideration	2,956		2,871
Other non-current liabilities	1,468		1,476
Deferred tax liability, net	237		254
Total liabilities	$	25,665	$	23,877
Commitments and contingencies (Note 16)
Stockholders’ equity:
Ordinary shares, £0.000025 nominal value; 40,848,893 shares authorized, issued and outstanding (December 31, 2025: authorized, issued and outstanding: 40,848,893)	1		1
Deferred A shares, £1 nominal value; 63,443 shares authorized, issued and outstanding (December 31, 2025: authorized, issued and outstanding: 63,443)	86		86
Additional paid-in capital	394,499		393,944
Accumulated deficit	(309,628)		(304,092)
Accumulated other comprehensive loss – foreign currency translation adjustments	(18,559)		(15,731)
Total stockholders’ equity attributable to Barinthus Biotherapeutics plc shareholders	66,399		74,208
Noncontrolling interest	79		84
Total stockholders’ equity	$	66,478	$	74,292
Total liabilities and stockholders’ equity	$	92,143	$	98,169


	Three months ended
		March 31, 2026		March 31, 2025
Operating expenses
Research and development		$	3,593	$	8,290
General and administrative		2,528		12,639
Total operating expenses		6,121		20,929
Other operating income/(expense)		46		329
Loss from operations		(6,075)		(20,600)
Other income/(expense):
Interest income		350		556
Interest expense		(13)		(13)
Research and development incentives		149		302
Other income		39		75
Total other income, net		525		920
Loss before income tax		(5,550)		(19,680)
Tax benefit		16		22
Net loss		(5,534)		(19,658)
Net loss attributable to noncontrolling interest		3		10
Net loss attributable to Barinthus Biotherapeutics plc shareholders		(5,531)		(19,648)

Weighted-average ordinary shares outstanding, basic		40,848,893		40,265,216
Weighted-average ordinary shares outstanding, diluted		40,848,893		40,265,216
Net loss per share attributable to ordinary shareholders, basic		$	(0.14)	$	(0.49)
Net loss per share attributable to ordinary shareholders, diluted		$	(0.14)	$	(0.49)

Net loss		$	(5,534)	$	(19,658)
Other comprehensive (loss)/gain – foreign currency translation adjustments		(2,836)		4,646
Comprehensive loss		(8,370)		(15,012)
Comprehensive loss attributable to noncontrolling interest		5		7
Comprehensive loss attributable to Barinthus Biotherapeutics plc shareholders		$	(8,365)	$	(15,005)


	Three months ended March 31, 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
Issue of ordinary shares, net of issuance costs	—	—		—	—		—		—		—		—		—		—
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


	Three months ended March 31, 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


	Three months ended March 31, 2026		Three months ended March 31, 2025		Change
Direct research and development expenses:
VTP-1000 Celiac	$	1,422	$	982	$	440
Barinthus legacy assets1	1,480		2,510		(1,030)
Total direct research and development expenses	2,902		3,492		(590)
Indirect research and development expenses:
Personnel-related (including share-based compensation)	503		3,944		(3,441)
Facility related	87		335		(248)
Other indirect costs	101		519		(418)
Total indirect research and development expenses	691		4,798		(4,107)
Total research and development expenses	$	3,593	$	8,290	$	(4,697)


1 In January 2025, we announced a strategic focus on developing a pipeline in I&I, and the deprioritization of our programs in infectious disease and oncology. The following programs were previously presented separately and have been grouped collectively as "Barinthus Legacy Assets" for both years presented: VTP-300 HBV, VTP-850 Prostate Cancer, VTP-200 HPV, VTP-600NSCLC, VTP-500 MERS and other and earlier stage programs.


	March 31, 2026		December 31, 2025
United States	$	18,565	$	19,449
United Kingdom	—		—
	$	18,565	$	19,449


	Three months ended March 31,
		2026		2025
Numerator:
Net loss		$	(5,534)	$	(19,658)
Net loss attributable to noncontrolling interest		3		10
Net loss attributable to Barinthus Biotherapeutics plc shareholders		$	(5,531)	$	(19,648)
Denominator:
Weighted-average ordinary shares outstanding, basic		40,848,893		40,265,216

Weighted-average ordinary shares outstanding, diluted		40,848,893		40,265,216
Net loss per share attributable to ordinary shareholders, basic		$	(0.14)	$	(0.49)
Net loss per share attributable to ordinary shareholders, diluted		$	(0.14)	$	(0.49)


	Three months ended March 31,
	2026		2025
Expected volatility	105.9	%	114.1	%
Expected term (years)	6.0		6.0
Risk-free interest rate	3.9	%	4.4	%
Expected dividend yield	—	%	—	%


	Number of Shares Underlying RSUs	Weighted-Average Grant Date Fair Value
Unvested, January 1, 2026	864,724	$	—
Granted	0	—
Vested and settled	—	—
Vested and deferred	—	—
Forfeited	(72,000)	1.50
Unvested outstanding, March 31, 2026	792,724	1.50
Vested but subject to deferred settlement at March 31, 2026	—	$	—
Outstanding at March 31, 2026	792,724	$	1.50


	Three months ended March 31,
	2026			2025
Other information
Operating cash flows from operating leases	$	347		$	478
Weighted average remaining lease term (years)	6.73			7.72
Weighted average discount rate	7.5		%	7.5		%


Remainder of 2026	$	1,502
2027	2,024
2028


	March 31, 2026		December 31, 2025
Prepayments	$	3,883	$	4,518
Value Added Tax receivable	166		197
Other	194		115
Total	$	4,243	$	4,830


	March 31, 2026		December 31, 2025
Accrued manufacturing and clinical expenses	$	2,188	$	1,786
Accrued bonus	222		—
Accrued payroll and employee benefits	172		245
Accrued professional fees	4,810		3,677
Accrued grant repayment	1,013		—
Accrued other	280		541
Total	$	8,685	$	6,249


	March 31, 2026		December 31, 2025
Right-of-use asset	$	1,629	$	1,638
Lease liability, current	$	2,005	$	2,023
Lease liability, non-current	$	9,003	$	9,258

SEC Form 10-Q filed by Barinthus Biotherapeutics plc