Barinthus (BRNS) amends merger with Clywedog: exchange ratios set, timeline extended to June 30, 2026

Barinthus Biotherapeutics plc.

Scheme Exchange Ratio set between 0.1 and 0.166667; Merger Exchange Ratio set between 0.000305 and 0.000508.
Post-closing ownership: Beacon shareholders ~34%, Clywedog stockholders ~66% on fully diluted basis.
Beacon minimum cash requirements extended to June 30, 2026 ($20.47M); Clywedog minimum to $1M by May 31, 2026.
Amendment cites unexpected delay from U.S. federal government shutdowns as reason for extended timeline.

Key facts

Extracted from this filing and checked against the source text.

Material Agreements SEC 8-K Item 1.01/1.02 confidence 0.95

Barinthus Biotherapeutics plc. amended Amendment to the Agreement and Plan of Merger with Clywedog Therapeutics, Inc. valued at Amendment to exchange ratios and minimum cash requirements in connection with scheme of arrangement (effective 2026-02-22).

Action: amendment
Agreement: merger
Counterparty: Clywedog Therapeutics, Inc.
Value: Amendment to exchange ratios and minimum cash requirements in connection with scheme of arrangement
Effective: 2026-02-22

Exact text from the filing

On February 22, 2026, the Beacon, Topco, Merger Sub and Clywedog entered into the Amendment to the Agreement and Plan of Merger

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Barinthus Biotherapeutics plc. filing history →

Source: SEC EDGAR

accession 0001104659-26-018283

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