Beacon Topco, Inc. has filed an 8-K report disclosing the adoption of an amended and restated certificate of incorporation (A&R Charter) and bylaws (A&R Bylaws) in connection with the previously announced acquisition of Barinthus Biotherapeutics plc.
The A&R Charter was filed with the Secretary of State of Delaware on September 9, 2026, and became effective immediately upon filing. The A&R Bylaws became effective on September 8, 2026. The filing confirms that these documents were adopted in connection with the Transaction and the related Offer to Purchase.
The Transaction, which was court-sanctioned via a Scheme of Arrangement under Part 26 of the United Kingdom Companies Act 2006, was completed on September 9, 2026. As a result, Barinthus Biotherapeutics plc became a wholly-owned subsidiary of Beacon Topco.
In conjunction with the closing of the Transaction, Beacon Topco also announced an offer to purchase for cash up to an aggregate purchase price of $15 million of its common stock. The offer is priced at $6.6609 per share, net to the seller in cash, less any applicable withholding taxes and without interest.
The filing includes exhibits for the A&R Charter dated September 9, 2026, and the A&R Bylaws dated September 8, 2026.
