Benitec Biopharma Inc

There have been no material changes to the risk factors disclosed in Item 1A of the Company’s Annual Report on Form

10-K

for the fiscal year ended June 30, 2024, other than the following:

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.

As of November 12, 2024, we had outstanding

(i) Pre-Funded

Warrants to purchase an aggregate of 15,151,938 shares of our Common Stock and (ii) Ordinary Warrants to purchase an aggregate of 5,988,901 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 pr

ice

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.

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

In connection with a private investment in public equity (PIPE) financing which closed on April 22, 2024 (the “April 2024 private placement”), we agreed to register for

re-sale

shares of common stock and

warrants to purchase 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). 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 such shares, 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.