Beacon Topco, Inc. has amended the previously disclosed merger agreement with Barinthus Biotherapeutics plc and Clywedog Therapeutics, Inc. The Second Amendment to the Agreement and Plan of Merger, dated September 22, 2026, modifies the closing timeline. Under the amended terms, the closing of the transaction is now scheduled to occur on October 31, 2026, or earlier if mutually agreed upon by the parties. This change affects the closing timeline as set forth in Section 2.3 of the original agreement and restates the definition of the “End Date” to October 31, 2026.
The original merger structure involves Beacon Topco acquiring the entire issued share capital of Beacon, a direct wholly-owned subsidiary of Topco, via a scheme of arrangement approved by the High Court of Justice of England and Wales on September 1, 2026. Concurrently, Merger Sub is set to merge with and into Clywedog, with Clywedog continuing as the surviving corporation. The amended agreement is filed as Exhibit 2.1 to the current report.
Separately, the filing includes a press release from Clywedog Therapeutics dated September 24, 2026, regarding the final results of a Phase 1b study of its investigational drug balomenib in adults with type 2 diabetes. The randomized, double-blind, placebo-controlled study enrolled 60 participants across three countries. The study found that a three-week course of balomenib treatment resulted in a placebo-adjusted mean reduction in HbA1c of 0.77% at Week 12 and 0.70% at Week 16, three months after the final dose. The press release notes that there were no drug-related serious adverse events or discontinuations during the study. Clywedog plans to initiate a Phase 2a study evaluating an extended 12-week treatment course in the fourth quarter of 2026.
