Benitec Biopharma Inc

S-11 d823791ds1.htm S-1

As filed with the Securities and Exchange Commission on May 15, 2024

Registration No. 333-

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

**FORMS-1 **

REGISTRATION STATEMENT

UNDER

THE SECURITIES ACT OF 1933

Benitec Biopharma Inc.

(Exact name of registrant as specified in its charter)

3940 Trust Way

Hayward, California 94545

**(510)780-0819 **

(Address, including zip code, and telephone number, including area code, of registrant’s principal executive offices)

Dr. Jerel Banks

Chief Executive Officer

3940 Trust Way Hayward, California 94545

**(510)780-0819 **

(Name, address, including zip code, and telephone number, including area code, of agent for service)

Copies to:

Approximate date of commencement of proposed sale to public: As soon as practicable after this Registration Statement is declared effective.

If any of the securities being registered on this Form are to be offered on a delayed or continuous basis pursuant to Rule 415 under the Securities Act of 1933, check the following box. ☒

If this Form is filed to register additional securities for an offering pursuant to Rule 462(b) under the Securities Act, please check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. ☐

If this Form is a post-effective amendment filed pursuant to Rule 462(c) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. ☐

If this Form is a post-effective amendment filed pursuant to Rule 462(d) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. ☐

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, anon-accelerated filer, a smaller reporting company or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company” and “emerging growth company” in Rule 12b-2 of the Exchange Act.

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 7(a)(2)(B) of the Securities Act. ☐

The Registrant hereby amends this Registration Statement on such date or dates as may be necessary to delay its effective date until the Registrant shall file a further amendment which specifically states that this Registration Statement shall thereafter become effective in accordance with Section 8(a) of the Securities Act of 1933 or until the Registration Statement shall become effective on such date as the Securities and Exchange Commission, acting pursuant to said Section 8(a), may determine.

The information in this preliminary prospectus is not complete and may be changed. The securities may not be sold until the registration statement filed with the Securities and Exchange Commission is effective. This preliminary prospectus is not an offer to sell these securities and it is not soliciting an offer to buy these securities in any jurisdiction where the offer or sale is not permitted.

SUBJECT TO COMPLETION, DATED MAY 15, 2024

Preliminary Prospectus

32,871,201 Shares of Common Stock

This prospectus relates to the resale by the Selling Stockholders named in this prospectus (the “Selling Stockholders”) of shares of common stock, par value $0.0001 per share (the “Common Stock”), of Benitec Biopharma Inc. (the “Company”). The shares of Common Stock offered hereunder include (i) 7,247,532 shares of Common Stock currently held by the Selling Stockholders and (ii) an aggregate of 25,623,669 shares of Common Stock underlyingpre-funded warrants (the“Pre-Funded Warrants”) and common warrants (the “Common Warrants,” and together with the Pre-Funded Warrants, the “Warrants”) held by the Selling Stockholders, which consists of 12,950,610 shares of Common Stock underlying Pre-Funded Warrants with an exercise price of $0.0001 per share, 588,235 shares of Common Stock underlying Pre-Funded Warrants with an exercise price of $0.0017 per share, 1,240,265 shares of Common Stock underlying Common Warrants with an exercise price of $1.93 per share, and 10,844,559 shares of Common Stock underlying Common Warrants with an exercise price of $3.86 per share.

We are registering the resale of these shares of Common Stock to satisfy certain registration rights we have granted pursuant to the terms of the Registration Rights Agreement (as defined in the prospectus). We entered into the Registration Rights Agreement in connection with our private placement of securities for gross proceeds of approximately $40 million that closed on April 22, 2024. We will not receive any of the proceeds from the sale of the Common Stock by the Selling Stockholders. We will receive proceeds from Warrants exercised in the event that such Warrants are exercised for cash. We will pay the expenses associated with registering the sales by the Selling Stockholders, as described in more detail in the section titled “Use of Proceeds” appearing elsewhere in this prospectus.

Our registration for resale of the shares of Common Stock covered by this prospectus does not mean that the Selling Stockholders will offer or sell any of the shares of Common Stock. The Selling Stockholders may sell the shares of Common Stock covered by this prospectus in a number of different ways and at varying prices. For additional information on the possible methods of sale that may be used by the Selling Stockholders, you should refer to the section of this prospectus entitled “Plan of Distribution” beginning on page 22 of this prospectus. For information on the Selling Stockholders, see the section entitled “Selling Stockholders” on page 19 of this prospectus.

Our Common Stock is listed on The Nasdaq Capital Market under the symbol “BNTC.” On May 14, 2024, the last reported sale price of our Common Stock on The Nasdaq Capital Market was $8.43 per share.

You should read this prospectus, together with additional information described under the heading “Where You Can Find More Information,” carefully before you invest in any of our securities.

Investing in our securities involves a high degree of risk. See “Risk Factors” beginning on page 10.

Neither the Securities and Exchange Commission nor any state securities commission has approved or disapproved of these securities or passed on the adequacy or accuracy of this prospectus. Any representation to the contrary is a criminal offense.

The date of this prospectus is , 2024