# Barinthus Biotherapeutics plc. (BRNS) — merger/scheme_of_arrangement [pending]
Source: SEC API (secapi.ai) · situation sit_2e163bb1192962b1dca0 · retrieved 2026-08-11T15:54:01.299Z

## Overview
Barinthus Biotherapeutics plc is a pharmaceutical company developing immunotherapies and vaccines.

Barinthus Biotherapeutics plc ("Beacon") amended its September 29, 2025 merger agreement with Clywedog Therapeutics, Inc. on February 22, 2026. The amendment adjusts the Scheme Exchange Ratio to a range between 0.1 and 0.166667 (to be determined by Beacon's Board) and the Merger Exchange Ratio to a range between 0.000305 and 0.000508 (to be determined by Clywedog and Beacon), maintaining an agreed ownership split whereby former Beacon shareholders will own approximately 34% of the combined entity (Topco) and Clywedog stockholders will own approximately 66% on a fully diluted basis post-closing. The amendment also expands minimum cash requirements for both parties, with Beacon Minimum Cash ranging from $30,995,000 (if closing by February 28, 2026) to $20,470,000 (if closing by June 30, 2026), and Clywedog Minimum Cash ranging from $10,015,000 (if closing by February 28, 2026) to $1,000,000 (if closing by May 31 or June 30, 2026), reflecting delays due to U.S. federal government shutdowns.

## Terms
- Counterparty: Clywedog Therapeutics, Inc. · Consideration: stock · Stake: 34%

## Key dates
- Announced 2026-02-23 · Expected close 2026-06-30

## Timeline
- 2026-02-23 · 425 (0001104659-26-018309): 425 - Barinthus Biotherapeutics plc. — *Barinthus Biotherapeutics plc is a pharmaceutical company developing immunotherapies and vaccines.* Barinthus Biotherapeutics plc ("Beacon") amended its September 29, 2025 merger agreement with Clywedog Therapeutics, Inc. on February 22, 2026. The amendment adjusts the Scheme Exchange Ratio to a range between 0.1 and 0.166667 (to be determined by Beacon's Board) and the Merger Exchange Ratio to a range between 0.000305 and 0.000508 (to be determined by Clywedog and Beacon), maintaining an agreed ownership split whereby former Beacon shareholders will own approximately 34% of the combined entity (Topco) and Clywedog stockholders will own approximately 66% on a fully diluted basis post-closing. The amendment also expands minimum cash requirements for both parties, with Beacon Minimum Cash ranging from $30,995,000 (if closing by February 28, 2026) to $20,470,000 (if closing by June 30, 2026), and Clywedog Minimum Cash ranging from $10,015,000 (if closing by February 28, 2026) to $1,000,000 (if closing by May 31 or June 30, 2026), reflecting delays due to U.S. federal government shutdowns.
  https://www.sec.gov/Archives/edgar/data/1828185/0001104659-26-018309.txt

## Citations
- 0001104659-26-018309 — https://www.sec.gov/cgi-bin/browse-edgar?action=getcompany&type=&dateb=&owner=include&count=40&search_text=000110465926018309