Barinthus Biotherapeutics became a wholly owned Topco Subsidiary on September 9, 2026, with each ordinary share exchanged for 0.111 Topco common shares. The transaction ended the company’s ADS deposit agreement and left no public trading market, while holders retained rights to the scheme consideration.

Key Highlights

  • The Deposit Agreement between Barinthus Biotherapeutics, The Bank of New York Mellon and ADS holders was terminated.
  • Outstanding non-EMI Options and restricted share units were converted into Topco Equity awards on the existing terms.
  • Nasdaq was asked to suspend ADS trading and begin the delisting and deregistration process.

Barinthus Biotherapeutics plc. became a Wholly Owned Subsidiary of Beacon Topco, Inc. on September 9, 2026, after a court-sanctioned scheme of arrangement took effect. Each ordinary share was exchanged for 0.111 shares of Topco common stock, with fractional entitlements handled in cash under the transaction terms.

Share Exchange

and Equity Awards The scheme covered all issued and to-be-issued ordinary shares, including those represented by American Depositary Shares. Each ordinary share had a nominal value of £0.000025, while Topco’s common stock carried a Par Value of $0.0001 per share. Barinthus Biotherapeutics’ Deposit Agreement, dated April 29, 2021, was terminated when the scheme became effective. Outstanding options other than Company EMI Options were converted into options for Topco common stock under the existing vesting and exercise conditions, subject to terms made inoperative by the transaction. Restricted share units were similarly converted into rights to receive Topco common stock. EMI options were exercised or released before the scheme’s effective time so resulting shares could be treated under the arrangement.

ADS Trading

and Ownership Change Barinthus Biotherapeutics asked Nasdaq to suspend trading in its ADSs before the September 9, 2026, market opening and to begin the process for delisting and deregistration. After the scheme took effect, no Company ADSs remained issued or outstanding, and no public trading market remained for them. All Company Shares were acquired by Topco, and existing shareholders ceased to have rights in those shares apart from their entitlement to consideration under the scheme. Barinthus Biotherapeutics said it intends to request suspension of its reporting obligations through a certification under the Exchange Act.