BARINTHUS BIOTHERAPEUTICS (UK) LIMITED

• ⚠

  Material uncertainty over going concern

  The Company's financial statements have been presented on a going concern basis, which contemplates the realisation of assets and the satisfaction of liabilities in the normal course of business. The Company has experienced recurring losses in recent years, net cash outflows from operating activities and expects to incur losses and net cash outflows for the foreseeable future as it continues to pursue its activities, including the commercialisation of its research and development. As at 31 December 2025, the Company had £51.5 million in cash, cash equivalents and restricted cash (2024: £85.7 million). In the event of the merger completing, the directors cannot assess or control all circumstances in the future of the company. This includes but is not limited to the strategy and plan for the merged company and the intent and ability of the new directors to operate and finance the Company. The directors do not have certainty that the company will continue to be a going concem should the merger complete. The directors have considered the circumstances described above and consider that the pending merger process constitutes a material uncertainty which may cast significant doubt on the Company's ability to continue as a going concem. Although the director's currently have no reason to believe that the Company will be unable to continue as a going concern post the merger, the inability to fully assess the future financial and operational framework of the Company following the transactions, including any future refinancing, indicates a material uncertainty which may cast significant doubt on the Group's ability to continue as a going concern.

Values shown as filed in the company's annual accounts. — indicates the figure wasn't present under that line item in that period. About these numbers

• Turnover

  -100%

  £11,329,000 → £0

• Cash

  -40.1%

  £84,333,000 → £50,509,000

• Net assets

  -104.4%

  £85,852,000 → -£3,741,000

• Employees

  -68.1%

  91 → 29

• Operating profit

  -158.1%

  -£35,586,000 → -£91,863,000

• Profit before tax

  -168.3%

  -£33,826,000 → -£90,743,000

• Wages

  -48.4%

  £8,651,000 → £4,468,000

Each % is (latest − prior) ÷ |prior| for the line item as filed. The comparison is only shown when the latest and prior accounts cover broadly equal-length periods — short or long stubs (typical around incorporation or a year-end change) are suppressed rather than misrepresented. Lines a company doesn't report are omitted. About these numbers

Margins divide P&L lines by turnover. Gearing is liabilities over total assets. Current ratio is current assets over creditors falling due within one year. Interest cover is operating profit over absolute finance costs. Sector-distribution context coming next.

1. BARINTHUS BIOTHERAPEUTICS (UK) LIMITED 2023-11-09 → present
2. VACCITECH (UK) LIMITED 2021-04-06 → 2023-11-09
3. VACCITECH LIMITED 2016-01-27 → 2021-04-06

Accounting basis

FRS 102

Reporting scope

Standalone (parent only)

Auditor

PricewaterhouseCoopers LLP

Audit opinion

Unqualified (clean)

Going concern

Material uncertainty disclosed

“The Company's financial statements have been presented on a going concern basis, which contemplates the realisation of assets and the satisfaction of liabilities in the normal course of business. The Company has experienced recurring losses in recent years, net cash outflows from operating activities and expects to incur losses and net cash outflows for the foreseeable future as it continues to pursue its activities, including the commercialisation of its research and development. As at 31 December 2025, the Company had £51.5 million in cash, cash equivalents and restricted cash (2024: £85.7 million). In the event of the merger completing, the directors cannot assess or control all circumstances in the future of the company. This includes but is not limited to the strategy and plan for the merged company and the intent and ability of the new directors to operate and finance the Company. The directors do not have certainty that the company will continue to be a going concem should the merger complete. The directors have considered the circumstances described above and consider that the pending merger process constitutes a material uncertainty which may cast significant doubt on the Company's ability to continue as a going concem. Although the director's currently have no reason to believe that the Company will be unable to continue as a going concern post the merger, the inability to fully assess the future financial and operational framework of the Company following the transactions, including any future refinancing, indicates a material uncertainty which may cast significant doubt on the Group's ability to continue as a going concern.”

Group structure

1. BARINTHUS BIOTHERAPEUTICS (UK) LIMITED · parent
   1. Vaccitech Oncology Limited 76% · United Kingdom · Pharmaceutical R&D
   2. Barinthus Biotherapeutics Australia PTY 100% · Australia · Pharmaceutical R&D
   3. Barinthus Biotherapeutics North America Inc. 100% · USA · Pharmaceutical R&D
   4. Barinthus Biotherapeutics Switzerland GmbH 100% · Switzerland · Pharmaceutical R&D

Significant events

• “In January 2025, the Barinthus Biotherapeutics Group announced a strategic business refocus and restructuring to prioritise immunology and inflammation indications, including the development of VTP-1000 in celiac disease and deprioritisation of VTP-300 in chronic hepatitis B ("CHB") until a partner is identified.”
• “As part of this refocus, Barinthus Biotherapeutics Group announced a reduction in workforce of approximately 65% and the closure of the U.K. site, focusing future operations at the U.S. site in Germantown, Maryland and extending the cash runway into 2027.”
• “On 29 September 2025, the Barinthus Biotherapeutics Group entered into a merger agreement with Beacon Topco, Inc. ("Topco"), Cdog Merger Sub, Inc. ("Merger Sub"), and Clywedog Therapeutics Inc. ("Clywedog").”
• “Following completion of the scheme, the Barinthus Biotherapeutics Group will become a direct wholly owned subsidiary of Topco.”
• “In a subsequent step, Merger Sub will merge with and into Clywedog under the Delaware General Corporation Law, with Clywedog continuing as the surviving entity and becoming a direct wholly owned subsidiary of Topco.”

Auditor, going-concern and subsidiary information is drawn from the narrative of the latest annual accounts. About these numbers

Filings

8

last 12 months

Capital events

0

last 24 months

Officers appointed

0

last 12 months

Officers resigned

0

last 12 months

Direct counts from the register. No score, no rating — see the Filing timeline for the underlying events.