Financial Analysis

Commitments and Contingencies In-License Agreements The Company is party to a number of licensing agreements. These agreements serve to provide the Company with the right to develop and exploit the counterparties intellectual property for certain medical indications. As part of execution of these arrangements, the Company paid certain upfront fees, which have been expensed as incurred because the developing technology has not yet reached technical feasibility, the lack of alternative use, and the lack of proof of potential value. The agreements cover a variety of fields, including tolerance induction and celiac disease. The Companys obligations for future payments under these arrangements are dependent on its ability to develop promising drug candidates, the potential market for these candidates and potential competing products, and the payment mechanisms in place in countries where the Company retains the right to sell. Each agreement provides for specific milestone payments, typically triggered by achievement of certain testing phases in human candidates, and future royalties ranging from 1% to 5% for direct sales of a covered product or of net payments received for allowable sublicenses of technology developed by the Company. The obligation to make these payments is contingent upon the Companys ability to develop candidates for submission for phased testing and approvals, and for the development of markets for the products developed by the Company. The Company has not made …

CommitmentsAndContingenciesDisclosureTextBlock · excerpt; the full note is in the filing

"Share-Based Compensation For the three months ended March 31, 2026, the Company granted 8,779 options to employees and directors under the Barinthus Biotherapeutics plc Award Plan 2021 (the Plan) with a weighted average grant date fair value of $0.60 per share and a weighted average exercise price of $0.73 per share (March 31, 2025: granted 1,349,768 options, weighted average grant date fair value of $0.85 per share and a weighted average exercise price of $1.00 per share). For the three months ended March 31, 2026, 1,157,694 options (March 31, 2025: 396,807) were forfeited. The fair value of each stock option issued to employees was estimated at the date of grant using the Black-Scholes model with the following weighted-average assumptions: 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 % % As of March 31, 2026, 4,827,242 options with a weighted average exercise price of $5.72 per share were outstanding (March 31, 2025: 8,133,504 options with a weighted average exercise price of $5.17 per share were outstanding). As of March 31, 2026, there was $0.5 million unrecognized compensation cost related to stock options, which is expected to be recognized over a weighted average period of 1.4 years. Restricted stock units: The following table summarizes the Company's restricted stock units ('RSUs"") under the Plan since March 31, 2026: Number of Shares Underlying RS …

DisclosureOfCompensationRelatedCostsShareBasedPaymentsTextBlock · excerpt; the full note is in the filing

Fair Value The Companys financial instruments consist of cash, cash equivalents and restricted cash, accounts payable, certain accrued expenses, and contingent consideration. The carrying amounts of cash, cash equivalents and restricted cash, accounts payable and accrued expenses approximated their respective fair value due to the short-term nature and maturity of these instruments. As of March 31, 2026, the Company had a contingent consideration liability of $3.0 million related to the acquisition of Avidea. Avideas stockholders may be entitled to receive an aggregate of up to $40.0 million in additional payments, payable in a combination of cash and ADSs, upon the achievement of certain milestones. To date, the Company has made settlement payments of $0.5 million. The fair value of the contingent consideration is a Level 3 valuation and determined using the cost approach. The significant unobservable inputs used in the fair value measurement of the contingent consideration are the probability of success of achievement of the milestones and the expected date of the milestone achievement. Significant judgment is employed in determining the appropriateness of certain of these inputs. Significant increases (decreases) in the probability of success of achievement of the milestones would have resulted in a significantly higher (lower) fair value measurement. Significant extension (reduction) in the expected date of the milestone achievement would have resulted in a significantly …

FairValueDisclosuresTextBlock · excerpt; the full note is in the filing

"Recently issued accounting pronouncements From time to time, new accounting pronouncements are issued by the Financial Accounting Standards Board (""FASB"") or other standard setting bodies that the Company adopts as of the specified effective date. The Company qualifies as an emerging growth company as defined in the Jumpstart Our Business Startups Act of 2012 and has elected not to opt out of the extended transition related to complying with new or revised accounting standards, which means that when a standard is issued or revised and it has different application dates for public and nonpublic companies, the Company can adopt the new or revised standard at the time nonpublic companies adopt the new or revised standard and can do so until such time the Company either (i) irrevocably elects to opt out of such extended transition period or (ii) no longer qualifies as an emerging growth company. The Company has reviewed all recently issued standards and have determined that such standards do not or are not expected to have a material impact on its condensed consolidated financial statements or do not otherwise apply to its current operations. In December 2025, the FASB issued ASU 2025-12, Accounting Standards Update Codification Improvements. The amendments in this update facilitates codification updates for a broad range of Topics arising from technical corrections, unintended application of the codification, clarifications, and other minor improvements. This standard is effe …

NewAccountingPronouncementsPolicyPolicyTextBlock · excerpt; the full note is in the filing

Related Party TransactionsDuring the three months ended March31, 2026, the Company incurred expenses, related to clinical study costs, of $0.1 million, respectively (three months ended March31, 2025: $0.2 million) from Oxford University Innovation Limited. …

RelatedPartyTransactionsDisclosureTextBlock · excerpt; the full note is in the filing

"Segment information Operating segments are identified as components of an enterprise about which separate discrete financial information is available for evaluation by the chief operating decision maker (CODM), the Companys Chief Executive Officer, in making decisions regarding resource allocation and assessing performance. The CODM approves key operating and strategic decisions, including key decisions in clinical development and clinical operating activities, entering into significant contracts and approves the Company's consolidated operating budget. The Company views its operations and manages its business as one operating segment, the research and development of immunotherapies and vaccines. The CODM uses loss before income tax to monitor budget versus actual results and decide how to use the Company's resources. As the Company operates in one operating segment, all required financial segment information can be found in these condensed consolidated financial statements. The following table is a summary of the Company's significant segment expenses: 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 assets 1 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 cos …

SegmentReportingDisclosureTextBlock · excerpt; the full note is in the filing

"Summary of Significant Accounting Policies The accounting policies of the Company are set forth in Note 2 to the consolidated financial statements contained in the Annual Report, except as discussed below related to newly adopted accounting pronouncements. Use of Estimates The preparation of unaudited condensed consolidated financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and the disclosure of contingent assets and liabilities at the date of the condensed consolidated financial statements and the reported amounts of income and expenses during the reporting period. The Company bases its estimates and assumptions on historical experience when available and on various factors that it believes to be reasonable under the circumstances. The Company evaluates its estimates and assumptions on an ongoing basis. The Companys actual results may differ from these estimates under different assumptions or conditions. As of the date of issuance of these unaudited condensed consolidated financial statements, the Company is not aware of any other specific event or circumstance that would require the Company to update its estimates, assumptions and judgments or revise the carrying value of its assets or liabilities. These estimates may change as new events occur and additional information is obtained and are recognized in the unaudited condensed consolidated financial statements as soo …

SignificantAccountingPoliciesTextBlock · excerpt; the full note is in the filing

"Ordinary Shares All ordinary shares rank pari passu as a single class. The following is a summary of the rights and privileges of the holders of ordinary shares as of March 31, 2026: Liquidation preference: in the event of the liquidation, dissolution or winding up of the Company, the assets of the Company available for distribution to holders of the ordinary shares shall be distributed amongst all holders of the ordinary shares in proportion to the number of shares held irrespective of the amount paid or credited as paid on any share. Dividends: The Company may, subject to the provisions of the Companies Act 2006 and its Articles, by ordinary resolution from time to time declare dividends to be paid to shareholders not exceeding the amount recommended by the Companys board of directors. Subject to the provisions of the Companies Act 2006, insofar as, in the board of directors opinions, the Companys profits justify such payments, the board of directors (the ""Board"") may pay interim dividends on the Companys ordinary shares. Voting Rights: Each holder of ordinary shares has the right to receive notice of, and to vote at, the Companys general meetings. Each holder of ordinary shares who is present (in person or by proxy) at a general meeting on a show of hands has one vote and, on a poll, every such holder who is present (in person or by proxy) has one vote in respect of each share of which they are the holder. Preemption rights: Pursuant to section 561 of the Companies Act …

StockholdersEquityNoteDisclosureTextBlock · excerpt; the full note is in the filing