Benitec Biopharma Inc

Current report

Form 10-K

Current report

for the fiscal year ended June 30, 2023, other than the following:

Current report

The exercise of Warrants to purchase our Common Stock would increase the number of shares eligible for future resale in the public market and result in dilution to our stockholders. Such dilution will increase if more of our shares are redeemed.

Current report

As of May 6

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th

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, 2024, we had outstanding

Current report

(i) Pre-Funded

Current report

Warrants to purchase an aggregate of 17,703,340 shares of our Common Stock and (ii) Ordinary Warrants to purchase an aggregate of 17,630,135 shares of our Common Stock. The likelihood that those Warrants will be exercised increases if the trading price of shares of our stock exceeds the exercise price of the Warrants (or the purchase price of the Warrants). To the extent the Warrants are exercised, additional shares of Common Stock will be issued, which will result in dilution to the holders of our stock and increase the number of shares eligible for resale in the public market. Sales of substantial numbers of shares of Common Stock issued upon the exercise of Warrants in the public market or the potential that such Warrants may be exercised could also adversely affect the market price of our Common Stock.

Current report

A number of our stockholders hold significant amounts of our Common Stock and unexercised Warrants to acquire Common Stock, and therefore could exert significant influence over us.

Current report

While our stockholder base and relative holdings may change over time, a number of institutional investors and similar stockholders currently hold significant ownership positions in our outstanding Common Stock and outstanding Warrants to acquire Common Stock. In addition, in connection with the April 2024 private placement, we entered into the Board Designation Agreement with Suvretta Capital pursuant to which the Company agreed to consider for appointment and appoint Kishen Mehta or an alternative candidate proposed by Suvretta Capital to the Board. If such a candidate is appointed to the Board, Suvretta Capital will be able to exert influence not only as a significant stockholder but also through such appointee.

Current report

The interests of these significant shareholders might not always coincide with the interests of other stockholders, and any influence exerted over our business and affairs by these significant stockholders directly or through an appointee to the Board might not always coincide with the wishes of other stockholders. In addition, the control and influence held by these significant stockholders might have the effect of delaying, deferring, or preventing a transaction or change in control of us, which might involve a premium price for shares of our Common Stock, or which otherwise could have been in your best interests as a stockholder.

Current report

Sales of a substantial amount of the Common Stock in the public markets may cause the market price of the Common Stock to decline.

Current report

In connection with a private investment in public equity (PIPE) financing which closed on April 18, 2024 (the “April 2024 private placement”), we agreed to register for

Current report

re-sale

Current report

5,749,152 shares of common stock and

Current report

warrants to purchase up to an aggregate of 2,584,239 shares of common stock issued in the private placement together with any shares of Common Stock held by each purchaser as of the filing date that could not otherwise be sold without being subject to the volume limitations contained in Rule 144(e), including any shares of Common Stock then issued or issuable upon exercise of any warrants to purchase Common Stock (without regard to any exercise limitations therein). Such number of shares of Common Stock to be registered is significantly higher than the amount of shares outstanding prior to, and following, the April 2024 private placement. Sales of those shares, or the perception in the market that the holders of a large number of shares intend to sell shares, could reduce the market price of our Common Stock. The sale or possibility of sale of these shares could have the effect of increasing the volatility in the price of our Common Stock or the market price of our Common Stock could decline if the holders of currently restricted shares of Common Stock sell them or are perceived by the market as intending to sell them. Moreover, the sale of shares issued in the April 2024 private placement, any announcement or other public disclosure regarding such sales should they occur, the perceived risk of such sales, the dilution that would result from such sales should they occur and the resulting downward pressure on our share price as a result of the foregoing could encourage investors to engage in short sales of our Common Stock. By increasing the number of shares of Common Stock offered for sale as a result of the resale registration statement we are filing and expect to file, material amounts of short selling could further contribute to progressive price declines in our Common Stock.