Benitec Biopharma Inc.

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-K

(Mark One)

For the fiscal year ended June 30,2025

For the transition period from to

Commission File

Number:001-39267

Benitec Biopharma Inc.

(Exact name of registrant as specified in its charter)

Registrant’s telephone number, including area code

(510)780-0819

Securities registered pursuant to Section 12(b) of the Act:

Securities registered pursuant to Section 12(g) of the Act:

None

Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act. Yes ☐No ☒

Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or 15(d) of the Act. Yes ☐No ☒

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes ☒ No ☐

Indicate by check mark whether the registrant has submitted electronically every Interactive Data file required to be submitted pursuant to Rule 405 of Regulation

S-T

(§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files). Yes ☒ No ☐

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a

non-accelerated

filer, 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 13(a) of the Exchange Act. ☐

Indicate by check mark whether the registrant has filed a report on and attestation to its management’s assessment of the effectiveness of its in

tern

al control over financial reporting under Section 404(b) of the Sarbanes-Oxley Act (15 U.S.C. 7262(b)) by the registered public accounting firm that prepared or issued its audit report.☐

If securities are registered pursuant to Section 12(b) of the Act, indicate by check mark whether the financial statements of the registrant included in the filing reflect the correction of an error to previously issued financial statements.☐

Indicate by check mark whether any of those error corrections are restatements that required a recovery analysis of incentive-based compensation received by any of the registrant’s executive officers during the relevant recovery period pursuant to

§240.10D-1(b). ☐

Indicate by check mark whether the registrant is a shell company (as defined in Rule

12b-2

of the Act). Yes ☐ No☒

The aggregate market value of the Registrant’s common equity held by

non-affiliates,

based upon the closing price of the Registrant’s securities on the Nasdaq Capital Market of $12.63 on December 31, 2024 was approximately $152,964,292

There were 26,250,469 shares of the Registrant’s common stock, $0.0001 par value per share, outstanding on September 17, 2025.

DOCUMENTS INCORPORATED BY REFERENCE

Portions of the Registrant’s proxy statement (“Proxy Statement”) to be filed with the Securities and Exchange Commission (“SEC”) pursuant to Regulation 14A in connection with the Registrant’s 2025 Annual Meeting of Stockholders, which will be filed subsequent to the date hereof, are incorporated by reference into Part III of this Form 10 K. Such Proxy Statement will be filed with the SEC not later than 120 days following the end of the Registrant’s fiscal year ended June 30, 2025.

RESTATMENT

EXPLANATORY NOTE

In connection with the preparation of Benitec Biopharma Inc.’s (the “Company”) Annual Report on Form 10-K for the fiscal year ended June 30, 2025, the Company determined that in prior periods it had not appropriately recorded certainnon-cash share-based compensation expenses.

As previously announced in the Current Report on Form 8-K filed with the U.S. Securities and Exchange Commission (the “SEC”) on September 12, 2025, the Audit Committee of the Board of Directors of the Company (the “Board”), after consultation with the Company’s management and Baker Tilly US, LLP, the Company’s independent registered public accounting firm, concluded that the following financial statements should no longer be relied upon because of such misstatements related to accounting for share-based compensation expense; (i) the Company’s unaudited consolidated financial statements as of and for the three months and nine months ended March 31, 2025, contained in its Quarterly Report on Form 10-Q for the quarter ended March 31, 2025, originally filed with the SEC on May 14, 2025, and (ii) the Company’s unaudited consolidated financial statements as of and for the three and six months ended December 31, 2024, contained in its Quarterly Report on Form 10-Q for the quarter ended December 31, 2024, originally filed with the SEC on February 14, 2025 (collectively, the“Non-Reliance Periods”).

As a result of these misstatements, the Company is restating financial information for the Non-Reliance Periods. All restated financial information for the Non-Reliance Periods is included in this Annual Report on Form 10-K and the Company has not filed, and does not intend to file, amendments to any of its filings that it has previously filed with the SEC.

Restatement Background

The errors and corrective adjustments identified by the Company are non-cash in nature and resulted from the migration, in November 2023, of equity awards data to a new information recording system used to calculate the Company’s share-based compensation expense, which was incorrectly configured resulting in understatements of share-based compensation expense, which in turn led to understatements of additional paid-in capital, accumulated deficit, net loss and loss per share. The impact was immaterial to the Company’s previously issued financial statements prior to the quarter ended December 31, 2024, but the cumulative impact of the incorrect configuration had a material effect on the unaudited consolidated financial statements as of and for the quarterly periods ended December 31, 2024 and March 31, 2025, the Prior Financial Statements.

Refer to Note 3, Restatement of Prior Period Financial Statements, in the accompanying Consolidated Financial Statements included in Part II, Item 8 of this Form 10-K for additional information, including the impact on the specific accounts.

Internal Control Considerations

In connection with the restatement, management hasre-evaluated the effectiveness of the Company’s internal controls over financial reporting. The Audit Committee of the Board, with concurrence of management, has concluded that, in light of the errors described above, a material weakness exists in the Company’s internal control over financial reporting as of June 30, 2025. Management is actively taking steps to remediate the material weakness in the Company’s internal control over financial reporting. For a discussion of management’s consideration of the Company’s disclosure controls and procedures, internal control over financial reporting, and the material weakness identified, see Part II, Item 9A Controls and Procedures of this Form 10-K.

Items Restated in this Form 10-K

The following items have been restated, as appropriate, to correct the errors noted above:

ANNUAL REPORT ON FORM 10-K