BARINTHUS BIOTHERAPEUTICS PLC (ExactNameofRegistrantasSpecifiedinitsCharter) England and WalesNot Applicable(State or other jurisdiction ofincorporation or organization)(I.R.S. EmployerIdentification No.) SecuritiesregisteredpursuanttoSection12(b)oftheAct: *American Depositary Shares may be evidenced by American Depositary Receipts. Each American Depositary Share represents one (1) ordinaryshare. Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to suchfiling requirements for the past 90 days.YesxNoo Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405of Regulation S-T (§ 232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, oran emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth Smaller reporting companyxEmerging growth companyx If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with anynew or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.oIndicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).Yeso Nox Table of Contents PART I - FINANCIAL INFORMATION Item 1.Financial StatementsItem 2.Management’s Discussion and Analysis of Financial Condition and Results of Operations PART II - OTHER INFORMATION Item 1.Legal ProceedingsItem 1ARisk FactorsItem 2.Unregistered Sales of Equity SecuritiesandUse of ProceedsItem 3.Defaults Upon Senior SecuritiesItem 4.Mine Safety DisclosuresItem 5.Other InformationItem 6.ExhibitsSIGNATURES We own the registered trademark BARINTHUS in the United Kingdom, and we have filed applications at the U.K. IntellectualProperty Office and other intellectual properties to register trademarks for BARINTHUS, SNAP-TI, SNAP-CI and a design logoglobally. We also own various trademark registrations and applications, and unregistered trademarks, including the registeredtrademark VACCITECH, and trademarks relating to the technologies acquired as part of our acquisition of Avidea Technologies, Inc.in December 2021 including the registered trademarks SNAPVAX and SYNTHOLYTIC. All other trade names, trademarks andservice marks of other companies appearing in this Quarterly Report on Form 10-Q, or this Quarterly Report, are the property of their From time to time, we may use our website, our X (formerly known as Twitter) account at @Barinthusbio and our LinkedIn account atlinkedin.com/company/barinthus-bio to distribute material information about us and for complying with our disclosure obligationsunder Regulation FD. Our financial and other material information is routinely posted to and accessible on the Investors section of ourwebsite, available at www.barinthusbio.com. Investors are encouraged to review the Investors section of our website because we maypost material information on that site that is not otherwise disseminated by us. Information that is contained in and can be accessed PART I -FINANCIAL INFORMATION Item 1. Financial Statements. INDEX TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED) Condensed Consolidated Financial Statements (Unaudited) Condensed Consolidated Statements of Changes in Stockholders’ EquityCondensed Consolidated Statements of Cash FlowsNotes to Condensed Consolidated Financial Statements BARINTHUS BIOTHERAPEUTICS PLCCONDENSED CONSOLIDATED STATEMENTS OF CHANGES IN Indicates amount less than one thousand1 The accompanying notes are an integral part of these condensed consolidated financial statements BARINTHUS BIOTHERAPEUTICS PLCNOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS 1.Nature of Business and Basis of PresentationBarinthus Biotherapeutics plc is a public limited company incorporated pursuant to the laws of England and Wales in March 2021. BarinthusBiotherapeutics plc and its direct and indirect subsidiaries,Barinthus Biotherapeutics(UK)Limited,BarinthusBiotherapeutics North America, Vaccitech Oncology Limited (“VOLT”), Barinthus Biotherapeutics Pty Limited, and BarinthusBiotherapeutics Switzerland GmbH, are collectively referred to as the “Company” or “Barinthus Bio.” On January 16, 2025, the The Company is a clinical-stage biopharmaceutical company focused on developing novel immunotherapeutic drug candidates fortreating auto-immune and inflammatory diseases within the immunology and i