BNTC / Benitec Biopharma Inc. - Pengajuan SECLaporan Tahunan, Pernyataan Proksi

Benitec Biopharma Provides Operational Updates

EX-99.1 Exhibit 99.1 Benitec Biopharma Provides Operational Updates -In April 2025 the Sixth and Final Subject of Cohort 1 was Safely Treated with the Low Dose of BB-301 in the Phase 1b/2a Clinical Treatment Study (NCT06185673)- -Independent Data Safety Monitoring Board Review Has Been Completed for All Six Subjects Enrolled into Cohort 1, and the Data Safety Monitoring Board Recommended Continuat

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): July 9, 2025 BENITEC BIOPHARMA IN

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): July 9, 2025 BENITEC BIOPHARMA INC. (Exact name of registrant as specified in its charter) Delaware 001-39267 84-4620206 (State or Other Jurisdiction of Incorporation) (Commission Fil

900,000 Shares of Common Stock

Table of Contents Filed pursuant to Rule 424(B)(3) Registration No. 333-287566 PROSPECTUS 900,000 Shares of Common Stock This prospectus relates to the resale by the Selling Stockholders named in this prospectus (the “Selling Stockholders”) of 900,000 shares of common stock, par value $0.0001 per share (the “Common Stock”), of Benitec Biopharma Inc. (the “Company”). We are registering the resale o

BENITEC BIOPHARMA INC. 3940 TRUST WAY HAYWARD, CALIFORNIA 94545

CORRESP BENITEC BIOPHARMA INC. 3940 TRUST WAY HAYWARD, CALIFORNIA 94545 May 29, 2025 VIA EDGAR Jason Drory Securities and Exchange Commission Division of Corporation Finance Office of Life Sciences 100 F Street, N.E. Washington, D.C. 20549 Re: Benitec Biopharma Inc. Registration Statement on Form S-3 (File No. 333-287566) Dear Mr. Drory: Pursuant to Rule 461 of the Securities Act of 1933, as amend

As filed with the Securities and Exchange Commission on May 23, 2025

Table of Contents As filed with the Securities and Exchange Commission on May 23, 2025 Registration No.

Calculation of Filing Fee Table Form S-3 (Form Type) Benitec Biopharma Inc. (Exact Name of Registrant as Specified in its Charter) Table 1: Newly Registered and Carry Forward Securities Security Type Security Class Title Fee Calculation or Carry Forw

EX-FILING FEES Exhibit 107 Calculation of Filing Fee Table Form S-3 (Form Type) Benitec Biopharma Inc.

Fifth Amendment to Lease, dated February 24, 2025, by and between Hayward Point Eden I Limited Partnership and Benitec Biopharma Inc.*

EX-10.5 Exhibit 10.5 FIFTH AMENDMENT TO LEASE This FIFTH AMENDMENT TO LEASE (“Fifth Amendment”) is made and entered into as of 2/24/2025 (the “Fifth Amendment Effective Date”), by and between HAYWARD POINT EDEN I LIMITED PARTNERSHIP, a Delaware limited partnership (“Landlord”), and BENITEC BIOPHARMA INC., a Delaware corporation (“Tenant”). R E C I T A L S : A. Landlord and Tenant (as successor-in-

Benitec Biopharma Releases Third Quarter 2025 Financial Results

EX-99.1 2 d52557dex991.htm EX-99.1 Exhibit 99.1 Benitec Biopharma Releases Third Quarter 2025 Financial Results HAYWARD, Calif., May 14, 2025 (GLOBE NEWSWIRE) — Benitec Biopharma Inc. (NASDAQ: BNTC) (“Benitec” or “Company”), a clinical-stage, gene therapy-focused, biotechnology company developing novel genetic medicines based on its proprietary “Silence and Replace” DNA-directed RNA interference (

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-Q (Mark One) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended March 31, 2025 ☐ TRANSITION REPORT P

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-Q (Mark One) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended March 31, 2025 ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from      to      Commission File Number 001-39267 BEN

Results of Operations and Financial Condition

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): May 14, 2025 BENITEC BIOPHARMA INC. (Exact name of registrant as specified in its charter) Delaware 001-39267 84-4620206 (State or Other Jurisdiction of Incorporation) (Commission Fil

Fourth Amendment to Lease, dated August 30, 2021, by and between Hayward Point Eden I Limited Partnership and Benitec Biopharma Inc.*

Exhibit 10.4 FOURTH AMENDMENT TO LEASE This FOURTH AMENDMENT TO LEASE (“Fourth Amendment”) is made and entered into as of August 30, 2021, by and between HAYWARD POINT EDEN I LIMITED PARTNERSHIP, a Delaware limited partnership (“Landlord”), and BENITEC BIOPHARMA INC., a Delaware corporation (“Tenant”). R E C I T A L S : A. Landlord and Tenant (as successor-in-interest to Benitec Biopharma LTD, an

Current Report

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): March 26, 2025 BENITEC BIOPHARMA INC. (Exact name of registrant as specified in its charter) Delaware 001-39267 84-4620206 (State or Other Jurisdiction of Incorporation) (Commission F

Registration Rights Agreement, dated March 26, 2025, by and between Benitec Biopharma Inc., Averill Master Fund, Ltd. and Averill Madison Master Fund (incorporated by reference to Exhibit 10.1 to the Company’s Current Report on Form 8-K filed on March 27, 2025)

Exhibit 10.1 REGISTRATION RIGHTS AGREEMENT This Registration Rights Agreement (this “Agreement”) is made and entered into as of March 26, 2025, by and among Benitec Biopharma Inc., a Delaware corporation (the “Company”), Averill Master Fund, Ltd. (“Averill”) and Averill Madison Master Fund, Ltd. (“Averill Madison,” and together with Averill, each a “Purchaser” and collectively, the “Purchasers”).

Current Report

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): March 26, 2025 BENITEC BIOPHARMA INC. (Exact name of registrant as specified in its charter) Delaware 001-39267 84-4620206 (State or Other Jurisdiction of Incorporation) (Commission F

Securities Purchase Agreement, dated March 25, 2025, by and between Benitec Biopharma Inc., Averill Master Fund, Ltd. and Averill Madison Master Fund, Ltd.

Exhibit 10.1 SECURITIES PURCHASE AGREEMENT This Securities Purchase Agreement (this “Agreement”) is dated as of March 25, 2025, between Benitec Biopharma Inc., a Delaware corporation (the “Company”), Averill Master Fund, Ltd. (“Averill”) and Averill Madison Master Fund, Ltd. (“Averill Madison, and together with Averill, including their successors and assigns, each a “Purchaser”). WHEREAS, subject

Benitec Biopharma Inc. Announces Pricing of $30 Million Common Stock Offering

Exhibit 99.1 Benitec Biopharma Inc. Announces Pricing of $30 Million Common Stock Offering HAYWARD, Calif., March 25, 2025 – Benitec Biopharma Inc. (Nasdaq: BNTC) (“Benitec” or the “Company”), a clinical-stage, gene therapy-focused, biotechnology company developing novel genetic medicines based on its proprietary DNA-directed RNA interference (“ddRNAi”) “Silence and Replace” platform, today announ

Form of Pre-Funded Warrant

Exhibit 4.1 PRE-FUNDED COMMON STOCK PURCHASE WARRANT BENITEC BIOPHARMA INC. Warrant Shares: Initial Exercise Date: , 2025    THIS PRE-FUNDED COMMON STOCK PURCHASE WARRANT (the “Warrant”) certifies that, for value received, or its assigns (the “Holder”) is entitled, upon the terms and subject to the limitations on exercise and the conditions hereinafter set forth, at any time on or after the date h

Underwriting Agreement, dated March 25, 2025, by and between Benitec Biopharma Inc., Leerink Partners LLC and TD Securities (USA) LLC

Exhibit 1.1 Execution Version Benitec Biopharma Inc. (a Delaware corporation) 1,143,000 Shares of Common Stock Pre-Funded Warrants to Purchase up to 300,000 Shares of Common Stock UNDERWRITING AGREEMENT March 25, 2025 Leerink Partners LLC TD Securities (USA) LLC as Representatives of the several Underwriters c/o Leerink Partners LLC 53 State Street, 40th Floor Boston, MA 02109 c/o TD Securities (U

Benitec Biopharma Inc. 2,043,000 Shares of Common Stock Pre-Funded Warrants to Purchase 300,000 Shares of Common Stock 300,000 Shares of Common Stock underlying the Pre-Funded Warrants

Table of Contents Filed Pursuant to Rule 424(b)(5) Registration No. 333-282957 PROSPECTUS SUPPLEMENT (to Prospectus dated November 12, 2024) Benitec Biopharma Inc. 2,043,000 Shares of Common Stock Pre-Funded Warrants to Purchase 300,000 Shares of Common Stock 300,000 Shares of Common Stock underlying the Pre-Funded Warrants We are offering 2,043,000 shares of our common stock, par value $0.0001 pe

Current Report

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): March 25, 2025 BENITEC BIOPHARMA INC. (Exact name of registrant as specified in its charter) Delaware 001-39267 84-4620206 (State or Other Jurisdiction of Incorporation) (Commission F

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): March 20, 2025 BENITEC BIOPHARMA

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): March 20, 2025 BENITEC BIOPHARMA INC. (Exact name of registrant as specified in its charter) Delaware 001-39267 84-4620206 (State or Other Jurisdiction of Incorporation) (Commission F

Regulation FD Disclosure

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): March 19, 2025 BENITEC BIOPHARMA INC. (Exact name of registrant as specified in its charter) Delaware 001-39267 84-4620206 (State or Other Jurisdiction of Incorporation) (Commission F

Benitec Biopharma Reports Positive Interim Clinical Results for Three Subjects Treated with BB-301 in Phase 1b/2a Study to be Presented at the 2025 Muscular Dystrophy Association Clinical & Scientific Conference -Durable, Clinically Significant Impro

Exhibit 99.1 Benitec Biopharma Reports Positive Interim Clinical Results for Three Subjects Treated with BB-301 in Phase 1b/2a Study to be Presented at the 2025 Muscular Dystrophy Association Clinical & Scientific Conference -Durable, Clinically Significant Improvements in Swallowing Function Achieved 12-months Post-Treatment with BB-301 for Subject 1- -Durable, Clinically Significant Improvements

Benitec Biopharma Releases Second Quarter 2025 Financial Results and Provides Operational Update -Fifth Subject in BB-301 Phase 1b/2a Clinical Treatment Study safely treated in February 2025- -Interim clinical study update to be presented in late-bre

Exhibit 99.1 Benitec Biopharma Releases Second Quarter 2025 Financial Results and Provides Operational Update -Fifth Subject in BB-301 Phase 1b/2a Clinical Treatment Study safely treated in February 2025- -Interim clinical study update to be presented in late-breaking oral presentation at the 2025 Muscular Dystrophy Association Clinical & Scientific Conference on March 19, 2025- HAYWARD, Calif., F

Results of Operations and Financial Condition

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): February 14, 2025 BENITEC BIOPHARMA INC. (Exact name of registrant as specified in its charter) Delaware 001-39267 84-4620206 (State or Other Jurisdiction of Incorporation) (Commissio

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-Q (Mark One) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended December 31, 2024 ☐ TRANSITION REPOR

Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-Q (Mark One) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended December 31, 2024 ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from      to      Commission File

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K/A (Amendment No. 1) CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): December 27,

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K/A (Amendment No. 1) CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): December 27, 2024 BENITEC BIOPHARMA INC. (Exact name of registrant as specified in its charter) Delaware 001-39267 84-4620206 (State or Other Jurisdiction of Incor

Current Report

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): December 9, 2024 BENITEC BIOPHARMA INC. (Exact name of registrant as specified in its charter) Delaware 001-39267 84-4620206 (State or Other Jurisdiction of Incorporation) (Commission

Certificate of Amendment to the Amended and Restated Certificate of Incorporation of Benitec Biopharma Inc., effective December 9, 2024

Exhibit 3.1 CERTIFICATE OF AMENDMENT TO AMENDED AND RESTATED CERTIFICATE OF INCORPORATION OF BENITEC BIOPHARMA INC. The undersigned, being the Chief Executive Officer of Benitec Biopharma Inc., a corporation organized and existing under the laws of the State of Delaware (the “Corporation”), does hereby amend and certify as follows: 1. That the name of the Corporation is Benitec Biopharma Inc., and

Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year, Material Modification to Rights of Security Holders

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): December 9, 2024 BENITEC BIOPHARMA INC. (Exact name of registrant as specified in its charter) Delaware 001-39267 84-4620206 (State or Other Jurisdiction of Incorporation) (Commission

Current Report

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): December 4, 2024 BENITEC BIOPHARMA INC. (Exact name of registrant as specified in its charter) Delaware 001-39267 84-4620206 (State or Other Jurisdiction of Incorporation) (Commission

BNTC / Benitec Biopharma Inc. / SUVRETTA CAPITAL MANAGEMENT, LLC - SCHEDULE 13D/A, AMENDMENT #2 Activist Investment

SC 13D/A 1 s8147572b.htm SCHEDULE 13D/A, AMENDMENT #2 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D Under the Securities Exchange Act of 1934 (Amendment No. 2)* Benitec Biopharma Inc. (Name of Issuer) Common Stock, par value $0.0001 (Title of Class of Securities) 08205P209 (CUSIP Number) Andrew Nathanson General Counsel & Chief Compliance Officer Suvretta Cap

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A (Rule 14a-101) INFORMATION REQUIRED IN PROXY STATEMENT SCHEDULE 14A INFORMATION Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934

DEFA14A UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A (Rule 14a-101) INFORMATION REQUIRED IN PROXY STATEMENT SCHEDULE 14A INFORMATION Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 Filed by the Registrant ☒ Filed by a Party other than the Registrant ☐ Check the appropriate box: ☐ Preliminary Proxy Statement ☐ Confidential, Fo

Benitec Biopharma Releases First Quarter 2025 Financial Results and Provides Operational Update -Positive 270-day Interim Clinical Study Data for the First Subject and Positive 180-day Interim Clinical Study Data for the Second Subject Treated with t

Exhibit 99.1 Benitec Biopharma Releases First Quarter 2025 Financial Results and Provides Operational Update -Positive 270-day Interim Clinical Study Data for the First Subject and Positive 180-day Interim Clinical Study Data for the Second Subject Treated with the Low-Dose of BB-301 in the Phase 1b/2a Clinical Treatment Study Reported in October as a Late-Breaking Oral Presentation at the 29th An

Current Report

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): November 7, 2024 BENITEC BIOPHARMA INC. (Exact name of registrant as specified in its charter) Delaware 001-39267 84-4620206 (State or Other Jurisdiction of Incorporation) (Commission

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-Q (Mark One) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended September 30, 2024 ☐ TRANSITION REPO

Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-Q (Mark One) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended September 30, 2024 ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from       to       Commission F

Results of Operations and Financial Condition

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): November 14, 2024 BENITEC BIOPHARMA INC. (Exact name of registrant as specified in its charter) Delaware 001-39267 84-4620206 (State or Other Jurisdiction of Incorporation) (Commissio

BNTC / Benitec Biopharma Inc. / HBM Healthcare Investments (Cayman) Ltd. - SC 13G/A Passive Investment

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. 1)* BENITEC BIOPHARMA INC. (Name of Issuer) Common Stock, par value $0.0001 per share (Title of Class of Securities) 08205P209 (CUSIP Number) September 30, 2024 (Date of Event Which Requires Filing of this Statement) Check the appropriate box to designate th

BENITEC BIOPHARMA INC. 3940 TRUST WAY HAYWARD, CALIFORNIA 94545

CORRESP BENITEC BIOPHARMA INC. 3940 TRUST WAY HAYWARD, CALIFORNIA 94545 November 12, 2024 VIA EDGAR Doris Stacey Gama Securities and Exchange Commission Division of Corporation Finance Office of Life Sciences 100 F Street, N.E. Washington, D.C. 20549 Re: Benitec Biopharma Inc. Registration Statement on Form S-3 (File No. 333-282957) Dear Ms. Gama: Pursuant to Rule 461 of the Securities Act of 1933

As filed with the Securities and Exchange Commission on November 1, 2024

Table of Contents As filed with the Securities and Exchange Commission on November 1, 2024 Registration No.

Form of Indenture

Exhibit 4.2 BENITEC BIOPHARMA INC., Issuer AND [], Trustee INDENTURE Dated as of [], 20[] DEBT SECURITIES TABLE OF CONTENTS1 Page ARTICLE 1 DEFINITIONS 1 Section 1.01 Definitions of Terms 1 ARTICLE 2 ISSUE, DESCRIPTION, TERMS, EXECUTION, REGISTRATION AND EXCHANGE OF SECURITIES 5 Section 2.01 Designation and Terms of Securities 5 Section 2.02 Form of Securities and Trustee’s Certificate 8 Section 2

Filing Fee Table

Exhibit 107 Calculation of Fee Filing Tables Form S-3 (Form Type) Benitec Biopharma Inc.

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A (Rule 14a-101) INFORMATION REQUIRED IN PROXY STATEMENT SCHEDULE 14A INFORMATION Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934

DEFA14A UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A (Rule 14a-101) INFORMATION REQUIRED IN PROXY STATEMENT SCHEDULE 14A INFORMATION Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 Filed by the Registrant ☒ Filed by a Party other than the Registrant ☐ Check the appropriate box: ☐ Preliminary Proxy Statement ☐ Confidential, Fo

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A (Rule 14a-101) INFORMATION REQUIRED IN PROXY STATEMENT SCHEDULE 14A INFORMATION Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934

Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A (Rule 14a-101) INFORMATION REQUIRED IN PROXY STATEMENT SCHEDULE 14A INFORMATION Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 Filed by the Registrant ☒ Filed by a Party other than the Registrant ☐ Check the appropriate box: ☐ Preliminary Proxy Statement ☐ Confid

Regulation FD Disclosure

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): October 12, 2024 BENITEC BIOPHARMA INC. (Exact name of registrant as specified in its charter) Delaware 001-39267 84-4620206 (State or Other Jurisdiction of Incorporation) (Commission

Benitec Biopharma Reports Positive Data from Two Subjects Treated with Low-Dose BB-301 in Phase 1b/2a Study Presented at 29th Annual Congress of the World Muscle Society -Subject 1 and Subject 2 experienced durable, clinically meaningful improvements

Exhibit 99.1 Benitec Biopharma Reports Positive Data from Two Subjects Treated with Low-Dose BB-301 in Phase 1b/2a Study Presented at 29th Annual Congress of the World Muscle Society -Subject 1 and Subject 2 experienced durable, clinically meaningful improvements in swallowing at 9-months and 6-months post-BB-301 treatment, respectively, with Subject 2 achieving a Sydney Swallow Questionnaire Scor

Benitec Biopharma Inc. Up to $75,000,000 Common Stock

424B5 Table of Contents Filed Pursuant to Rule 424(b)(5) Registration No. 333-277310 PROSPECTUS SUPPLEMENT (to Prospectus dated March 5, 2024) Benitec Biopharma Inc. Up to $75,000,000 Common Stock We have entered into a sales agreement (“Sales Agreement”) with Leerink Partners LLC (“Leerink Partners”) relating to shares of our common stock, par value $0.0001 per share (“common stock”), offered by

SUBJECT TO COMPLETION, DATED OCTOBER 11, 2024

Table of Contents The information in this preliminary prospectus supplement is not complete and may be changed.

Sales Agreement, dated as of October 11, 2024, between Benitec Biopharma Inc. and Leerink Partners LLC

Exhibit 1.1 BENITEC BIOPHARMA INC. Shares of Common Stock ($0.0001 par value per share) SALES AGREEMENT October 11, 2024 LEERINK PARTNERS LLC 1301 Avenue of the Americas, 5th Floor New York, New York 10019 Ladies and Gentlemen: Benitec Biopharma Inc., a Delaware corporation (the “Company”), confirms its agreement (this “Agreement”) with Leerink Partners LLC (the “Agent”), as follows: 1. Issuance a

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A (Rule 14a-101) INFORMATION REQUIRED IN PROXY STATEMENT SCHEDULE 14A INFORMATION Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934

Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A (Rule 14a-101) INFORMATION REQUIRED IN PROXY STATEMENT SCHEDULE 14A INFORMATION Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 Filed by the Registrant ☒ Filed by a Party other than the Registrant ☐ Check the appropriate box: ☒ Preliminary Proxy Statement ☐ Confid

Entry into a Material Definitive Agreement

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): October 11, 2024 BENITEC BIOPHARMA INC. (Exact Name of Registrant as Specified in Its Charter) Delaware 001-39267 84-4620206 (State or Other Jurisdiction of Incorporation or Organizat

Current Report

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): October 8, 2024 BENITEC BIOPHARMA INC. (Exact name of registrant as specified in its charter) Delaware 001-39267 84-4620206 (State or Other Jurisdiction of Incorporation) (Commission

BENITEC BIOPHARMA INC.

Exhibit 99.1 BENITEC BIOPHARMA INC. September 26, 2024 Suvretta Capital Management, LLC 540 Madison Ave., 7th Floor New York, NY 10022 Attention: Andrew Nathanson, General Counsel & Chief Compliance Officer   Ladies and Gentlemen: Reference is made to that certain confirmatory letter, dated May 23, 2024 (the “Confirmatory Letter”), between Benitec Biopharma Inc., a Delaware corporation (the “Compa

As filed with the Securities and Exchange Commission on October 1, 2024

As filed with the Securities and Exchange Commission on October 1, 2024 Registration No.

Filing Fee Table

EX-FILING FEES Exhibit 107 Calculation of Filing Fee Tables Form S-8 (Form Type) Benitec Biopharma Inc.

BNTC / Benitec Biopharma Inc. / SUVRETTA CAPITAL MANAGEMENT, LLC - SCHEDULE 13D/A, AMENDMENT #1 Activist Investment

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D Under the Securities Exchange Act of 1934 (Amendment No. 1)* Benitec Biopharma Inc. (Name of Issuer) Common Stock, par value $0.0001 (Title of Class of Securities) 08205P209 (CUSIP Number) Andrew Nathanson General Counsel & Chief Compliance Officer Suvretta Capital Management, LLC 540 Madison Avenue, 7th Floor New

BENITEC BIOPHARMA INC.

EX-99.1 2 s78720924b.htm EXHIBIT 6 Exhibit 6 BENITEC BIOPHARMA INC. September 26, 2024 Suvretta Capital Management, LLC 540 Madison Ave., 7th Floor New York, NY 10022 Attention: Andrew Nathanson, General Counsel & Chief Compliance Officer Ladies and Gentlemen: Reference is made to that certain confirmatory letter, dated May 23, 2024 (the “Confirmatory Letter”), between Benitec Biopharma Inc., a De

List of significant subsidiaries

Exhibit 21.1 SUBSIDIARIES OF THE REGISTRANT Subsidiary Jurisdiction of Incorporation or Organization Benitec Biopharma Proprietary Limited Australia Benitec Australia Proprietary Limited Australia Benitec Limited United Kingdom Benitec, Inc. Delaware RNAi Therapeutics, Inc. Delaware Tacere Therapeutics, Inc. Delaware Benitec, LLC Delaware Benitec IP Holdings, Inc. Delaware

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K (Mark One) ☒ Annual Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 For the fiscal year ended June 30, 2024 ☐ Transition Report under Sect

Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K (Mark One) ☒ Annual Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 For the fiscal year ended June 30, 2024 ☐ Transition Report under Section 13 or 15(d) of the Securities Exchange Act of 1934 For the transition period from       to       Commission File Number: 001-392

Benitec Biopharma Releases Full Year 2024 Financial Results and Provides Operational Update -Positive 90-day and 180-day Interim Clinical Trial Data for the First Oculopharyngeal Muscular Dystrophy (OPMD) Subject Dosed with the Low-Dose of BB-301 in

Exhibit 99.1 Benitec Biopharma Releases Full Year 2024 Financial Results and Provides Operational Update -Positive 90-day and 180-day Interim Clinical Trial Data for the First Oculopharyngeal Muscular Dystrophy (OPMD) Subject Dosed with the Low-Dose of BB-301 in the Phase 1b/2a Clinical Treatment Study Reported in April and July- -Second Subject Dosed with the Low-Dose of BB-301 in February 2024,

Results of Operations and Financial Condition

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): September 26, 2024 BENITEC BIOPHARMA INC. (Exact name of registrant as specified in its charter) Delaware 001-39267 84-4620206 (State or Other Jurisdiction of Incorporation) (Commissi

Insider Trading Policy

Exhibit 19.1 BENITEC BIOPHARMA INC. INSIDER TRADING POLICY (ADOPTED EFFECTIVE AS OF APRIL 14, 2020, AND AMENDED EFFECTIVE AS OF MAY 5, 2021, DECEMBER 19, 2022, MAY 10, 2023, AND JUNE 26, 2024) The following is the Insider Trading Policy (this “Policy”) of Benitec Biopharma Inc. and each subsidiary of Benitec Biopharma Inc. (collectively, “Benitec” or the “Company”). This Policy covers all Benitec

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers, Submission of Matters to a Vote of Security Holders

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): August 29, 2024 BENITEC BIOPHARMA INC. (Exact name of registrant as specified in its charter) Delaware 001-39267 84-4620206 (State or Other Jurisdiction of Incorporation) (Commission

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A (Rule 14a-101) INFORMATION REQUIRED IN PROXY STATEMENT SCHEDULE 14A INFORMATION Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934

Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A (Rule 14a-101) INFORMATION REQUIRED IN PROXY STATEMENT SCHEDULE 14A INFORMATION Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 Filed by the Registrant ☒ Filed by a Party other than the Registrant ☐ Check the appropriate box: ☐ Preliminary Proxy Statement ☐ Confid

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A (Rule 14a-101) INFORMATION REQUIRED IN PROXY STATEMENT SCHEDULE 14A INFORMATION Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934

Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A (Rule 14a-101) INFORMATION REQUIRED IN PROXY STATEMENT SCHEDULE 14A INFORMATION Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 Filed by the Registrant ☒ Filed by a Party other than the Registrant ☐ Check the appropriate box: ☒ Preliminary Proxy Statement ☐ Confid

Benitec Biopharma Reports Continued Durable Improvements in the Radiographic Assessments of Swallowing Efficiency and the Subject-Reported Outcome Instrument at the 180-Day Timepoint for First OPMD Subject Treated with Low-Dose BB-301 in Phase 1b/2a

Exhibit 99.1 Benitec Biopharma Reports Continued Durable Improvements in the Radiographic Assessments of Swallowing Efficiency and the Subject-Reported Outcome Instrument at the 180-Day Timepoint for First OPMD Subject Treated with Low-Dose BB-301 in Phase 1b/2a Study -The post-dose average values for Total Pharyngeal Residue (i.e., the amount of solid food or liquid material remaining in the phar

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): July 15, 2024 BENITEC BIOPHARMA I

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): July 15, 2024 BENITEC BIOPHARMA INC. (Exact name of registrant as specified in its charter) Delaware 001-39267 84-4620206 (State or Other Jurisdiction of Incorporation) (Commission Fi

Benitec Biopharma Announces Appointment of Kishen Mehta to its Board of Directors

Exhibit 99.1 Benitec Biopharma Announces Appointment of Kishen Mehta to its Board of Directors HAYWARD, Calif., July 1, 2024 (GLOBE NEWSWIRE) – Benitec Biopharma Inc. (NASDAQ: BNTC) (“Benitec” or “Company”), a clinical-stage, gene therapy-focused, biotechnology company developing novel genetic medicines based on its proprietary “Silence and Replace” DNA-directed RNA interference (“ddRNAi”) platfor

Current Report

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): June 26, 2024 BENITEC BIOPHARMA INC. (Exact name of registrant as specified in its charter) Delaware 001-39267 84-4620206 (State or Other Jurisdiction of Incorporation) (Commission Fi

32,871,200 Shares of Common Stock

Table of Contents Filed pursuant to Rule 424(B)(3) Registration No. 333-279439 Prospectus 32,871,200 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 h

BENITEC BIOPHARMA INC. 3940 TRUST WAY HAYWARD, CALIFORNIA 94545

BENITEC BIOPHARMA INC. 3940 TRUST WAY HAYWARD, CALIFORNIA 94545 May 23, 2024 VIA EDGAR Tyler Howes Securities and Exchange Commission Division of Corporation Finance Office of Life Sciences 100 F Street, N.E. Washington, D.C. 20549 Re: Benitec Biopharma Inc.   Registration Statement on Form S-1 (File No. 333-279439) Dear Mr. Howes: Pursuant to Rule 461 of the Securities Act of 1933, as amended, Be

Calculation of Filing Fee Table

EX-FILING FEES Exhibit 107 Calculation of Filing Fee Table Form S-1 (Form Type) Benitec Biopharma Inc.

Power of Attorney (included on signature page hereto)

S-1 Table of Contents As filed with the Securities and Exchange Commission on May 15, 2024 Registration No.

Board Designation Agreement, dated April 22, 2024, by and between Benitec Biopharma Inc. and Survetta Capital Management, LLC (incorporated by reference to Exhibit 10.4 to the Registrant’s Quarterly Report on Form 10-Q (File No. 001-39267) filed on May 13, 2024)

Exhibit 10.4 April 22, 2024 Suvretta Capital Management, LLC 540 Madison Ave., 7th Floor New York, NY 10022 Ladies and Gentlemen: This letter agreement is entered into by and among Suvretta Capital Management, LLC (“Suvretta”) and Benitec Biopharma Inc. (“Benitec” or the “Company” and, together with Suvretta, the “Parties”). Concurrently with the execution of this letter agreement, the Parties are

Benitec Biopharma Releases Third Quarter 2024 Financial Results and Provides Operational Update -Positive Interim Clinical Trial Data for the First Oculopharyngeal Muscular Dystrophy (OPMD) Subject Dosed with BB-301 in the Phase 1b/2a Clinical Treatm

Exhibit 99.1 Benitec Biopharma Releases Third Quarter 2024 Financial Results and Provides Operational Update -Positive Interim Clinical Trial Data for the First Oculopharyngeal Muscular Dystrophy (OPMD) Subject Dosed with BB-301 in the Phase 1b/2a Clinical Treatment Study Reported in April- -The Second OPMD Subject was Safely Dosed with BB-301 in February- -Additional Interim Clinical Safety Data

Results of Operations and Financial Condition

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): May 13, 2024 BENITEC BIOPHARMA INC. (Exact name of registrant as specified in its charter) Delaware 001-39267 84-4620206 (State or Other Jurisdiction of Incorporation) (Commission Fil

Registration Rights Agreement, dated April 22, 2024, by and between Benitec Biopharma Inc. and each of the purchasers signatory thereto*

Exhibit 10.2 REGISTRATION RIGHTS AGREEMENT This Registration Rights Agreement (this “ Agreement”) is made and entered into as of April 22, 2024, between Benitec Biopharma Inc., a Delaware corporation (the “Company”), and each of the several purchasers signatory hereto (each such purchaser, a “Purchaser” and, collectively, the “Purchasers”). This Agreement is made pursuant to the Securities Purchas

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-Q (Mark One) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended March 31, 2024 ☐ TRANSITION REPORT P

Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-Q (Mark One) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended March 31, 2024 ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from     to    Commission File Numbe

BNTC / Benitec Biopharma Inc. / SUVRETTA CAPITAL MANAGEMENT, LLC - SCHEDULE 13D Activist Investment

SC 13D 1 s042924a.htm SCHEDULE 13D UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D Under the Securities Exchange Act of 1934 (Amendment No. )* Benitec Biopharma Inc. (Name of Issuer) Common Stock, par value $0.0001 (Title of Class of Securities) 08205P209 (CUSIP Number) Andrew Nathanson General Counsel & Chief Compliance Officer Suvretta Capital Management, LLC

JOINT FILING AGREEMENT

EX-99.1 2 s042924b.htm JOINT FILING AGREEMENT Exhibit 99 JOINT FILING AGREEMENT In accordance with Rule 13d-1(k), as promulgated under the Securities Exchange Act of 1934, as amended, the persons named below agree to the joint filing on behalf of each of them a Statement on Schedule 13D (including amendments thereto) with regard to the common stock, par value $0.0001 per share of Benitec Biopharma

AU:BLT / BENITEC BIOPHARMA INC / Oliveira Steven Michael - SC 13G Passive Investment

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G (Rule 13d-102) INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT TO RULES 13d-1(b), (c) AND (d) AND AMENDMENTS THERETO FILED PURSUANT TO §240.13d-2 Benitec Biopharma Inc. (Name of Issuer) Common Stock, $0.0001 par value (Title of Class of Securities) 08205P100 (CUSIP Number) April 22, 2024 (Date of Event whi

BNTC / Benitec Biopharma Inc. / HBM Healthcare Investments (Cayman) Ltd. - SC 13G Passive Investment

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No.)* BENITEC BIOPHARMA INC. (Name of Issuer) Common Stock, par value $0.0001 per share (Title of Class of Securities) 08205P209 (CUSIP Number) April 17, 2024 (Date of Event Which Requires Filing of this Statement) Check the appropriate box to designate the rule

Form of Registration Rights Agreement

Exhibit 10.2 REGISTRATION RIGHTS AGREEMENT This Registration Rights Agreement (this “Agreement”) is made and entered into as of April [], 2024, between Benitec Biopharma Inc., a Delaware corporation (the “Company”), and each of the several purchasers signatory hereto (each such purchaser, a “Purchaser” and, collectively, the “Purchasers”). This Agreement is made pursuant to the Securities Purchase

Form of Board Designation Agreement

Exhibit 10.4 April [], 2024 Suvretta Capital Management, LLC 540 Madison Ave., 7th Floor New York, NY 10022 Ladies and Gentlemen:  This letter agreement is entered into by and among Suvretta Capital Management, LLC (“Suvretta”) and Benitec Biopharma Inc. (“Benitec” or the “Company” and, together with Suvretta, the “Parties”). Concurrently with the execution of this letter agreement, the Parties ar

Form of Voting Commitment Agreement

Exhibit 10.3 VOTING COMMITMENT AGREEMENT This Voting Commitment Agreement (this “Agreement”) is made and entered into as of April [], 2024, between Benitec Biopharma Inc., a Delaware corporation (the “Company”), and each of the several purchasers signatory hereto (each such purchaser, a “Purchaser” and, collectively, the “Purchasers”). WHEREAS, the Company and the Purchasers are party to the Secur

Form of Pre-Funded Warrant

Exhibit 4.1 NEITHER THIS SECURITY NOR THE SECURITIES FOR WHICH THIS SECURITY IS EXERCISABLE HAVE BEEN REGISTERED WITH THE SECURITIES AND EXCHANGE COMMISSION OR THE SECURITIES COMMISSION OF ANY STATE IN RELIANCE UPON AN EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), AND, ACCORDINGLY, MAY NOT BE OFFERED OR SOLD EXCEPT PURSUANT TO AN EFFECTIVE REGISTR

Regulation FD Disclosure, Entry into a Material Definitive Agreement, Unregistered Sales of Equity Securities

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): April 17, 2024 BENITEC BIOPHARMA INC. (Exact name of registrant as specified in its charter) Delaware 001-39267 84-4620206 (State or Other Jurisdiction of Incorporation) (Commission F

Benitec Biopharma Announces Oversubscribed Private Placement Financing of $40.0 Million

Exhibit 99.1 Benitec Biopharma Announces Oversubscribed Private Placement Financing of $40.0 Million HAYWARD, Calif., April 18, 2024—Benitec Biopharma Inc. (NASDAQ: BNTC) (“Benitec” or the “Company”), a clinical-stage, gene therapy-focused, biotechnology company developing novel genetic medicines based on its proprietary “Silence and Replace” DNA-directed RNA interference (“ddRNAi”) platform, toda

Securities Purchase Agreement, dated April 17, 2024, by and among Benitec Biopharma Inc. and each purchaser identified on the signature pages thereto

Exhibti 10.1 SECURITIES PURCHASE AGREEMENT This Securities Purchase Agreement (this “Agreement”) is dated as of April 17, 2024, between Benitec Biopharma Inc., a Delaware corporation (the “Company”), and each purchaser identified on the signature pages hereto (each, including its successors and assigns, a “Purchaser” and collectively, the “Purchasers”). WHEREAS, subject to the terms and conditions

Safe Harbor Statement This presentation contains forward-looking statements within the meaning of section 27A of the US Securities Act of 1933 and section 21E of the US Securities Exchange Act of 1934. Benitec has tried to identify such forward-looki

Exhibit 99.2 Research and Development Day Presentation April 2024 1 ©2024 Benitec Biopharma | All Rights Reserved Safe Harbor Statement This presentation contains forward-looking statements within the meaning of section 27A of the US Securities Act of 1933 and section 21E of the US Securities Exchange Act of 1934. Benitec has tried to identify such forward-looking statements by use of such words a

Regulation FD Disclosure

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): April 18, 2024 BENITEC BIOPHARMA INC. (Exact name of registrant as specified in its charter) Delaware 001-39267 84-4620206 (State or Other Jurisdiction of Incorporation) (Commission F

Benitec Biopharma Reports Positive Interim Clinical Trial Data for First OPMD Subject Treated with BB-301 in Phase 1b/2a Study -First efficacy signals demonstrated for a gene therapy under development for Oculopharyngeal Muscular Dystrophy (OPMD) whi

Exhibit 99.1 Benitec Biopharma Reports Positive Interim Clinical Trial Data for First OPMD Subject Treated with BB-301 in Phase 1b/2a Study -First efficacy signals demonstrated for a gene therapy under development for Oculopharyngeal Muscular Dystrophy (OPMD) which affects ~15,000 patients worldwide- - BB-301 facilitated improvements across multiple measures of swallowing function in the first Pha

BNTC / Benitec Biopharma Inc. / ADAGE CAPITAL PARTNERS GP, L.L.C. - BENITEC BIOPHARMA INC. Passive Investment

SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G/A Under the Securities Exchange Act of 1934 (Amendment No. 1)*, ** Benitec Biopharma Inc. (Name of Issuer) Common Stock, par value $0.0001 per share (Title of Class of Securities) 08205P209 (CUSIP Number) August 11, 2023 and December 31, 2023 (Date of Event Which Requires Filing of This Statement) Check the appropriate box to d

Current Report

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): March 6, 2024 BENITEC BIOPHARMA INC. (Exact name of registrant as specified in its charter) Delaware 001-39267 84-4620206 (State or Other Jurisdiction of Incorporation) (Commission Fi

BENITEC BIOPHARMA INC. 3940 TRUST WAY HAYWARD, CALIFORNIA 94545

BENITEC BIOPHARMA INC. 3940 TRUST WAY HAYWARD, CALIFORNIA 94545 March 1, 2024 VIA EDGAR Doris Stacey Gama Securities and Exchange Commission Division of Corporation Finance Office of Life Sciences 100 F Street, N.E. Washington, D.C. 20549 Re: Benitec Biopharma Inc. Registration Statement on Form S-3 (File No. 333-277310) Dear Ms. Gama: Pursuant to Rule 461 of the Securities Act of 1933, as amended

BENITEC BIOPHARMA INC. 3940 Trust Way Hayward, California 94545 February 26, 2024

BENITEC BIOPHARMA INC. 3940 Trust Way Hayward, California 94545 February 26, 2024 VIA EDGAR Securities and Exchange Commission Division of Corporation Finance Office of Life Sciences 100 F Street, N.E. Washington, D.C. 20549 Re: Benitec Biopharma Inc. Registration Statement on Form S-3 File No. 333-277310 Ladies and Gentlemen: Pursuant to Rule 473(c) of the Securities Act of 1933 (the “Act”), the

Filing Fee Table

Exhibit 107 Calculation of Fee Filing Tables Form S-3 (Form Type) Benitec Biopharma Inc.

As filed with the Securities and Exchange Commission on February 23, 2024

Table of Contents As filed with the Securities and Exchange Commission on February 23, 2024 Registration No.

Form of Indenture

Exhibit 4.2 BENITEC BIOPHARMA INC., Issuer AND [], Trustee INDENTURE Dated as of [], 20[] DEBT SECURITIES TABLE OF CONTENTS1 Page ARTICLE 1 DEFINITIONS 1 Section 1.01 Definitions of Terms 1 ARTICLE 2 ISSUE, DESCRIPTION, TERMS, EXECUTION, REGISTRATION AND EXCHANGE OF SECURITIES 5 Section 2.01 Designation and Terms of Securities 5 Section 2.02 Form of Securities and Trustee’s Certificate 8 Section 2

US08205P2092 / Benitec Biopharma, Inc. / CITADEL ADVISORS LLC - SC 13G/A Passive Investment

SC 13G/A 1 tm245287d6sc13ga.htm SC 13G/A UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G* (Rule 13d-102) INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT TO § 240.13d-1(b), (c), AND (d) AND AMENDMENTS THERETO FILED PURSUANT TO § 240.13d-2 (Amendment No. 1)* Benitec Biopharma Inc. (Name of Issuer) Common Stock, par value $0.0001 per share (the “Shares”) (

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-Q (Mark One) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended December 31, 2023 ☐ TRANSITION REPOR

Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-Q (Mark One) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended December 31, 2023 ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from     to     Commission File N

Benitec Biopharma Releases Second Quarter 2024 Financial Results and Provides Operational Update -First Subject Dosed with BB-301 in Phase 1b/2a Clinical Treatment Study (NCT06185673) in November 2023- -Data Safety Monitoring Board Review for First S

Exhibit 99.1 Benitec Biopharma Releases Second Quarter 2024 Financial Results and Provides Operational Update -First Subject Dosed with BB-301 in Phase 1b/2a Clinical Treatment Study (NCT06185673) in November 2023- -Data Safety Monitoring Board Review for First Subject Completed After Day 28 Study Visit- -Second Subject Scheduled to Receive BB-301 in February 2024- -23 Subjects Enrolled into the O

Results of Operations and Financial Condition

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): February 13, 2024 BENITEC BIOPHARMA INC. (Exact name of registrant as specified in its charter) Delaware 001-39267 84-4620206 (State or Other Jurisdiction of Incorporation) (Commissio

US08205P2092 / Benitec Biopharma, Inc. / SUVRETTA CAPITAL MANAGEMENT, LLC Passive Investment

SC 13G/A 1 d1096464913g-a.htm UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. 3)* Benitec Biopharma Inc. (Name of Issuer) Common Stock, par value $0.0001 (Title of Class of Securities) 08205P209 (CUSIP Number) December 31, 2023 (Date of Event Which Requires Filing of this Statement) Check the appropriate bo

Filing Fee Table

EX-FILING FEES Exhibit 107 Calculation of Filing Fee Tables Form S-8 (Form Type) Benitec Biopharma Inc.

As filed with the Securities and Exchange Commission on December 22, 2023

S-8 As filed with the Securities and Exchange Commission on December 22, 2023 Registration No.

US08205P2092 / Benitec Biopharma, Inc. / FRANKLIN RESOURCES INC Passive Investment

SC 13G/A 1 beni23a2.htm CUSIP NO. 08205P209 13G Page 1 of 15 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. 2)* BENITEC BIOPHARMA INC. (Name of Issuer) Common Stock, par value $0.0001 (Title of Class of Securities) 08205P209 (CUSIP Number) November 30, 2023 (Date of Event Which Requires Filing of this St

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers, Financial Statements and Exhibits, Submission of Matters to a Vote of Security Holders

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): December 6, 2023 BENITEC BIOPHARMA INC. (Exact name of registrant as specified in its charter) Delaware 001-39267 84-4620206 (State or Other Jurisdiction of Incorporation) (Commission

Regulation FD Disclosure, Financial Statements and Exhibits

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): November 30, 2023 BENITEC BIOPHARMA INC. (Exact name of registrant as specified in its charter) Delaware 001-39267 84-4620206 (State or Other Jurisdiction of Incorporation) (Commissio

Benitec Biopharma Announces First Subject Dosed in Phase 1b/2a Clinical Trial for Gene Therapy Candidate BB-301 for the Treatment of Oculopharyngeal Muscular Dystrophy Announcement marks the initiation of the first clinical trial conducted in human s

Exhibit 99.1 Benitec Biopharma Announces First Subject Dosed in Phase 1b/2a Clinical Trial for Gene Therapy Candidate BB-301 for the Treatment of Oculopharyngeal Muscular Dystrophy Announcement marks the initiation of the first clinical trial conducted in human subjects employing Benitec’s “Silence and Replace” DNA-directed RNA interference gene therapy platform HAYWARD, Calif., November 30, 2023

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): November 13, 2023 BENITEC BIOPHAR

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): November 13, 2023 BENITEC BIOPHARMA INC. (Exact name of registrant as specified in its charter) Delaware 001-39267 84-4620206 (State or Other Jurisdiction of Incorporation) (Commissio

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-Q (Mark One) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended September 30, 2023 ☐ TRANSITION REPO

Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-Q (Mark One) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended September 30, 2023 ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number 0

Benitec Biopharma Releases First Quarter 2024 Financial Results and Provides Operational Update 19 subjects enrolled in the OPMD Natural History Study, with multiple subjects entering the eligibility period this year for entry into the BB-301 Phase 1

EX-99.1 Exhibit 99.1 Benitec Biopharma Releases First Quarter 2024 Financial Results and Provides Operational Update 19 subjects enrolled in the OPMD Natural History Study, with multiple subjects entering the eligibility period this year for entry into the BB-301 Phase 1b/2a Clinical Treatment Study HAYWARD, Calif., November 13, 2023 — Benitec Biopharma Inc. (NASDAQ: BNTC) (“Benitec” or “Company”)

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A (Rule 14a-101) INFORMATION REQUIRED IN PROXY STATEMENT SCHEDULE 14A INFORMATION Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A (Rule 14a-101) INFORMATION REQUIRED IN PROXY STATEMENT SCHEDULE 14A INFORMATION Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 Filed by the Registrant ☒ Filed by a Party other than the Registrant ☐ Check the appropriate box: ☐ Preliminary Proxy Statement ☐ Confidential, For Use of

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A (Rule 14a-101) INFORMATION REQUIRED IN PROXY STATEMENT SCHEDULE 14A INFORMATION Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A (Rule 14a-101) INFORMATION REQUIRED IN PROXY STATEMENT SCHEDULE 14A INFORMATION Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 Filed by the Registrant ☒ Filed by a Party other than the Registrant ☐ Check the appropriate box: ☐ Preliminary Proxy Statement ☐ Confidential, For Use of

Current Report

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): October 11, 2023 BENITEC BIOPHARMA INC. (Exact name of registrant as specified in its charter) Delaware 001-39267 84-4620206 (State or Other Jurisdiction of Incorporation) (Commission

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): September 28, 2023 BENITEC BIOPHA

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): September 28, 2023 BENITEC BIOPHARMA INC. (Exact name of registrant as specified in its charter) Delaware 001-39267 84-4620206 (State or Other Jurisdiction of Incorporation) (Commissi

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K (Mark One) ☒ Annual Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 For the fiscal year ended June 30, 2023 ☐ Transition Report under Sect

Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K (Mark One) ☒ Annual Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 For the fiscal year ended June 30, 2023 ☐ Transition Report under Section 13 or 15(d) of the Securities Exchange Act of 1934 For the transition period from to Commission File Number: 001-39267 Benitec B

List of significant subsidiaries

Exhibit 21.1 SUBSIDIARIES OF THE REGISTRANT Subsidiary Jurisdiction of Incorporation or Organization Benitec Biopharma Proprietary Limited Australia Benitec Australia Proprietary Limited Australia Benitec Limited United Kingdom Benitec, Inc. Delaware RNAi Therapeutics, Inc. Delaware Tacere Therapeutics, Inc. Delaware Benitec, LLC Delaware Benitec IP Holdings, Inc. Delaware

Financial Statements and Exhibits, Results of Operations and Financial Condition

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): September 21, 2023 BENITEC BIOPHARMA INC. (Exact name of registrant as specified in its charter) Delaware 001-39267 84-4620206 (State or Other Jurisdiction of Incorporation) (Commissi

Benitec Biopharma Releases Full Year 2023 Financial Results and Provides Operational Update Received FDA Clearance of the Investigational New Drug (IND) application for BB-301 for the Treatment of Oculopharyngeal Muscular Dystrophy (OPMD)-Related Dys

Exhibit 99.1 Benitec Biopharma Releases Full Year 2023 Financial Results and Provides Operational Update Received FDA Clearance of the Investigational New Drug (IND) application for BB-301 for the Treatment of Oculopharyngeal Muscular Dystrophy (OPMD)-Related Dysphagia 15 subjects enrolled in the OPMD Natural History Study, with multiple subjects entering the eligibility period this year for entry

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): September 13, 2023 BENITEC BIOPHARMA INC. (Exact name of registrant as specified in its charter) Delaware 001-39267 84-4620206 (State or Other Jurisdiction of Incorporation) (Commissi

BNTC / Benitec Biopharma Inc / FRANKLIN RESOURCES INC Passive Investment

SC 13G/A 1 beni23a1.htm CUSIP NO. 08205P209 13G Page 1 of 15 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. 1)* BENITEC BIOPHARMA INC. (Name of Issuer) Common Stock, par value $0.0001 (Title of Class of Securities) 08205P209 (CUSIP Number) August 31, 2023 (Date of Event Which Requires Filing of this Stat

BNTC / Benitec Biopharma Inc / ADAGE CAPITAL PARTNERS GP, L.L.C. - BENITEC BIOPHARMA INC. Passive Investment

SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. )* Benitec Biopharma Inc. (Name of Issuer) Common Stock, par value $0.0001 per share (Title of Class of Securities) 08205P209 (CUSIP Number) August 15, 2023 (Date of Event Which Requires Filing of This Statement) Check the appropriate box to designate the rule pursuant to

BNTC / Benitec Biopharma Inc / CITADEL ADVISORS LLC - SC 13G Passive Investment

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G* (Rule 13d-102) INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT TO § 240.13d-1(b), (c), AND (d) AND AMENDMENTS THERETO FILED PURSUANT TO § 240.13d-2 (Amendment No. )* Benitec Biopharma Inc. (Name of Issuer) Common Stock, par value $0.0001 per share (the “Shares”) (Title of Class of Securities) 08205P209 (C

JOINT FILING AGREEMENT

EX-99.1 2 tm2324264d1ex99-1.htm JOINT FILING AGREEMENT EXHIBIT 99.1 JOINT FILING AGREEMENT The undersigned hereby agree that the Statement on Schedule 13G filed herewith (and any amendments thereto), relating to the Shares of Benitec Biopharma Inc., a Delaware corporation, is being filed jointly with the Securities and Exchange Commission pursuant to Rule 13d-1(c) under the Securities Exchange Act

AU:BLT / BENITEC BIOPHARMA INC / Oliveira Steven Michael - SC 13G/A Passive Investment

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G/A (Amendment No. 3) (Rule 13d-102) INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT TO RULES 13d-1(b), (c) AND (d) AND AMENDMENTS THERETO FILED PURSUANT TO §240.13d-2 Benitec Biopharma Inc. (Name of Issuer) Common Stock, $0.0001 par value (Title of Class of Securities) 08205P100 (CUSIP Number) August 8, 202

Form of Pre-Funded Warrant (incorporated by reference to Exhibit 4.1 to the Registrant’s Form 8-K filed on August 11, 2023)

EX-4.1 Exhibit 4.1 PRE-FUNDED COMMON STOCK PURCHASE WARRANT BENITEC BIOPHARMA INC. Warrant Shares: [ ] Initial Exercise Date: [ ], 2023 THIS PRE-FUNDED COMMON STOCK PURCHASE WARRANT (the “Warrant”) certifies that, for value received, or its assigns (the “Holder”) is entitled, upon the terms and subject to the limitations on exercise and the conditions hereinafter set forth, at any time on or after

Benitec Biopharma Inc. Announces Closing of $30 Million Underwritten Public Offering

EX-99.2 Exhibit 99.2 Benitec Biopharma Inc. Announces Closing of $30 Million Underwritten Public Offering HAYWARD, Calif., August 11, 2023 (GLOBE NEWSWIRE) — Benitec Biopharma Inc. (Nasdaq: BNTC) (“Benitec” or the “Company”), a clinical-stage, gene therapy-focused, biotechnology company developing novel genetic medicines based on its proprietary DNA-directed RNA interference (“ddRNAi”) “Silence an

Warrant Agency Agreement, dated August 11, 2023, by and between Benitec Biopharma Inc. and Computershare Trust Company, N.A. (incorporated by reference to Exhibit 4.3 to the Registrant’s Form 8-K filed on August 11, 2023)

EX-4.3 Exhibit 4.3 BENITEC BIOPHARMA INC. and COMPUTERSHARE TRUST COMPANY, N.A., as Warrant Agent Warrant Agency Agreement Dated as of August 11, 2023 WARRANT AGENCY AGREEMENT WARRANT AGENCY AGREEMENT, dated as of August 11, 2023 (“Agreement”), between Benitec Biopharma Inc., a corporation organized under the laws of the State of Delaware (the “Company”), and Computershare Trust Company, N.A., a f

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): August 8, 2023 BENITEC BIOPHARMA

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): August 8, 2023 BENITEC BIOPHARMA INC. (Exact name of registrant as specified in its charter) Delaware 001-39267 84-4620206 (State or Other Jurisdiction of Incorporation) (Commission F

Form of Common Warrant (incorporated by reference to 4.2 to the Registrant’s Form 8-K on August 11, 2023)

EX-4.2 Exhibit 4.2 COMMON STOCK PURCHASE WARRANT BENITEC BIOPHARMA INC. Warrant Shares: Initial Exercise Date: , 2023 THIS COMMON STOCK PURCHASE WARRANT (the “Warrant”) certifies that, for value received, or its assigns (the “Holder”) is entitled, upon the terms and subject to the limitations on exercise and the conditions hereinafter set forth, at any time on or after the date hereof (the “Initia

Underwriting Agreement, dated August 8, 2023, by and between Benitec Biopharma Inc. and Citizens JMP Securities, LLC

Exhibit 1.1 417,815 SHARES OF COMMON STOCK, 15,126,226 PRE-FUNDED WARRANTS TO PURCHASE 15,126,226 SHARES OF COMMON STOCK AND 15,544,041 COMMON WARRANTS TO PURCHASE 15,544,041 SHARES OF COMMON STOCK OF BENITEC BIOPHARMA INC. UNDERWRITING AGREEMENT August 8, 2023 Citizens JMP Securities, LLC 600 Montgomery Street, Suite 1100 San Francisco, CA 94111 As the Representative of the Several underwriters,

2

EX-99.1 Exhibit 99.1 Benitec Biopharma Inc. Announces Pricing of $30 Million Underwritten Public Offering HAYWARD, Calif., Aug. 08, 2023 (GLOBE NEWSWIRE) — Benitec Biopharma Inc. (Nasdaq: BNTC) (“Benitec” or the “Company”), a clinical-stage, gene therapy-focused, biotechnology company developing novel genetic medicines based on its proprietary DNA-directed RNA interference (“ddRNAi”) “Silence and

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): August 9, 2023 BENITEC BIOPHARMA

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): August 9, 2023 BENITEC BIOPHARMA INC. (Exact name of registrant as specified in its charter) Delaware 001-39267 84-4620206 (State or Other Jurisdiction of Incorporation) (Commission F

417,815 Shares of Common Stock 15,126,226 Pre-Funded Warrants to Purchase 15,126,226 Shares of Common Stock 15,544,041 Common Warrants to Purchase 15,544,041 Shares of Common Stock 15,126,226 Shares of Common Stock underlying the Pre-Funded Warrants

424B4 Table of Contents Filed Pursuant to Rule 424(B)(4) Registration No. 333-273177 Prospectus $30,000,000 417,815 Shares of Common Stock 15,126,226 Pre-Funded Warrants to Purchase 15,126,226 Shares of Common Stock and 15,544,041 Common Warrants to Purchase 15,544,041 Shares of Common Stock 15,126,226 Shares of Common Stock underlying the Pre-Funded Warrants and 15,544,041 Shares of Common Stock

Form of Common Warrant

EX-4.3 Exhibit 4.3 COMMON STOCK PURCHASE WARRANT BENITEC BIOPHARMA INC. Warrant Shares: Initial Exercise Date: , 2023 THIS COMMON STOCK PURCHASE WARRANT (the “Warrant”) certifies that, for value received, or its assigns (the “Holder”) is entitled, upon the terms and subject to the limitations on exercise and the conditions hereinafter set forth, at any time on or after the date hereof (the “Initia

As filed with the Securities and Exchange Commission on August 7, 2023

S-1/A Table of Contents As filed with the Securities and Exchange Commission on August 7, 2023 Registration No.

Form of Pre-Funded Warrant

EX-4.2 Exhibit 4.2 PRE-FUNDED COMMON STOCK PURCHASE WARRANT BENITEC BIOPHARMA INC. Warrant Shares: [ ] Initial Exercise Date: [ ], 2023 THIS PRE-FUNDED COMMON STOCK PURCHASE WARRANT (the “Warrant”) certifies that, for value received, or its assigns (the “Holder”) is entitled, upon the terms and subject to the limitations on exercise and the conditions hereinafter set forth, at any time on or after

Form of Common Warrant

Exhibit 4.3 COMMON STOCK PURCHASE WARRANT BENITEC BIOPHARMA INC. Warrant Shares: Initial Exercise Date: , 2023 THIS COMMON STOCK PURCHASE WARRANT (the “Warrant”) certifies that, for value received, or its assigns (the “Holder”) is entitled, upon the terms and subject to the limitations on exercise and the conditions hereinafter set forth, at any time on or after the date hereof (the “Initial Exerc

Form of Warrant Agency Agreement, by and between Benitec Biopharma Inc. and Computershare Trust Company, N.A.

EX-4.8 Exhibit 4.8 BENITEC BIOPHARMA INC. and COMPUTERSHARE TRUST COMPANY, N.A., as Warrant Agent Warrant Agency Agreement Dated as of , 2023 WARRANT AGENCY AGREEMENT WARRANT AGENCY AGREEMENT, dated as of , 2023 (“Agreement”), between Benitec Biopharma Inc., a corporation organized under the laws of the State of Delaware (the “Company”), and Computershare Trust Company, N.A., a federally chartered

Calculation of Filing Fee Table

Exhibit 107 Calculation of Filing Fee Table Form S-1 (Form Type) Benitec Biopharma Inc.

Form of Underwriting Agreement

Exhibit 1.1 [ ] SHARES OF COMMON STOCK, [ ] PRE-FUNDED WARRANTS TO PURCHASE [ ] SHARES OF COMMON STOCK AND [ ] COMMON WARRANTS TO PURCHASE [ ] SHARES OF COMMON STOCK OF BENITEC BIOPHARMA INC. UNDERWRITING AGREEMENT [ ], 2023 Citizens JMP Securities, LLC 600 Montgomery Street, Suite 1100 San Francisco, CA 94111 As the Representative of the Several underwriters, if any, named in Schedule I hereto La

August 3, 2023

August 3, 2023 VIA EDGAR U.S. Securities and Exchange Commission Division of Corporation Finance 100 F Street, N.E. Washington, D.C. 20549-1004 Re: Benitec Biopharma Inc. Registration Statement on Form S-1, as amended File No. 333-273177 Ladies and Gentleman: As the underwriter of the proposed offering of Benitec Biopharma Inc. (the “Company”), we hereby join the Company’s request for acceleration

BENITEC BIOPHARMA INC. 3940 Trust Way Hayward, California 94545

BENITEC BIOPHARMA INC. 3940 Trust Way Hayward, California 94545 August 3, 2023 VIA EDGAR United States Securities and Exchange Commission Division of Corporation Finance Office of Life Sciences 100 F Street, N.E. Washington, D.C. 20549-1004 Attention: Jason Drory Re: Benitec Biopharma Inc. Registration Statement on Form S-1, as amended File No. 333-273177 Dear Mr. Drory: Pursuant to Rule 461 of th

As filed with the Securities and Exchange Commission on August 3, 2023

S-1/A Table of Contents As filed with the Securities and Exchange Commission on August 3, 2023 Registration No.

Form of Underwriting Agreement

EX-1.1 Exhibit 1.1 [] SHARES OF COMMON STOCK AND [] PRE-FUNDED WARRANTS TO PURCHASE [] SHARES OF COMMON STOCK AND OF BENITEC BIOPHARMA INC. UNDERWRITING AGREEMENT [], 2023 JMP Securities LLC 600 Montgomery Street, Suite 1100 San Francisco, CA 94111 As the Representative of the Several underwriters, if any, named in Schedule I hereto Ladies and Gentlemen: The undersigned, Benitec Biopharma Inc., a

As filed with the Securities and Exchange Commission on July 31, 2023

S-1/A Table of Contents As filed with the Securities and Exchange Commission on July 31, 2023 Registration No.

Form of Pre-Funded Warrant

EX-4.2 Exhibit 4.2 PRE-FUNDED COMMON STOCK PURCHASE WARRANT BENITEC BIOPHARMA INC. Warrant Shares: [ ] Initial Exercise Date: [ ], 2023 THIS PRE-FUNDED COMMON STOCK PURCHASE WARRANT (the “Warrant”) certifies that, for value received, or its assigns (the “Holder”) is entitled, upon the terms and subject to the limitations on exercise and the conditions hereinafter set forth, at any time on or after

Benitec Biopharma Announces 1-for-17 Reverse Stock Split Effective July 26, 2023

EX-99.1 Exhibit 99.1 Benitec Biopharma Announces 1-for-17 Reverse Stock Split Effective July 26, 2023 HAYWARD, Calif., July 25, 2023 — Benitec Biopharma Inc. (NASDAQ: BNTC) (“Benitec” or “Company”), a clinical-stage, gene therapy-focused, biotechnology company developing novel genetic medicines based on its proprietary DNA-directed RNA interference (“ddRNAi”) “Silence and Replace” platform, announ

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): July 25, 2023 BENITEC BIOPHARMA I

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): July 25, 2023 BENITEC BIOPHARMA INC. (Exact name of registrant as specified in its charter) Delaware 001-39267 84-4620206 (State or Other Jurisdiction of Incorporation) (Commission Fi

Certificate of Amendment to the Amended and Restated Certificate of Incorporation of Benitec Biopharma Inc., effective July 26, 2023 (incorporated by reference to Exhibit 3.1 to the Registrant’s Form 8-K filed on July 25, 2023)

Exhibit 3.1 CERTIFICATE OF AMENDMENT TO AMENDED AND RESTATED CERTIFICATE OF INCORPORATION OF BENITEC BIOPHARMA INC. The undersigned, being the Chief Executive Officer of Benitec Biopharma Inc., a corporation organized and existing under the laws of the State of Delaware (the “Corporation”), does hereby amend and certify as follows: 1. That the name of the Corporation is Benitec Biopharma Inc., and

Power of Attorney (included on signature page hereto)

S-1 Table of Contents As filed with the Securities and Exchange Commission on July 7, 2023 Registration No.

Calculation of Filing Fee Table

Exhibit 107 Calculation of Filing Fee Table Form S-1 (Form Type) Benitec Biopharma Inc.

Benitec Biopharma Receives FDA Clearance of the IND for BB-301 for the Treatment of Oculopharyngeal Muscular Dystrophy Dosing of the first subject with BB-301 is expected in the second half of 2023, following the rollover of subjects currently enroll

EX-99.1 Exhibit 99.1 Benitec Biopharma Receives FDA Clearance of the IND for BB-301 for the Treatment of Oculopharyngeal Muscular Dystrophy Dosing of the first subject with BB-301 is expected in the second half of 2023, following the rollover of subjects currently enrolled in the ongoing Natural History (NH) study HAYWARD, Calif., June 26, 2023 — Benitec Biopharma Inc. (NASDAQ: BNTC) (“Benitec” or

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): June 26, 2023 BENITEC BIOPHARMA I

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): June 26, 2023 BENITEC BIOPHARMA INC. (Exact name of registrant as specified in its charter) Delaware 001-39267 84-4620206 (State or Other Jurisdiction of Incorporation) (Commission Fi

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): June 13, 2023 BENITEC BIOPHARMA I

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): June 13, 2023 BENITEC BIOPHARMA INC. (Exact name of registrant as specified in its charter) Delaware 001-39267 84-4620206 (State or Other Jurisdiction of Incorporation) (Commission Fi

Financial Statements and Exhibits, Results of Operations and Financial Condition

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): May 15, 2023 BENITEC BIOPHARMA INC. (Exact name of registrant as specified in its charter) Delaware 001-39267 84-4620206 (State or Other Jurisdiction of Incorporation) (Commission Fil

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-Q (Mark One) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended March 31, 2023 ☐ TRANSITION REPORT P

Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-Q (Mark One) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended March 31, 2023 ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number 001-3

Benitec Biopharma Releases Third Quarter 2023 Financial Results and Provides Operational Update 9 subjects enrolled into the OPMD clinical development program

EX-99.1 Exhibit 99.1 Benitec Biopharma Releases Third Quarter 2023 Financial Results and Provides Operational Update 9 subjects enrolled into the OPMD clinical development program HAYWARD, Calif., May 15, 2023 — Benitec Biopharma Inc. (NASDAQ: BNTC) (“Benitec” or “Company”), a development-stage, gene therapy-focused, biotechnology company developing novel genetic medicines based on its proprietary

AU:BLT / BENITEC BIOPHARMA INC / SUVRETTA CAPITAL MANAGEMENT, LLC Passive Investment

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No.

Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): March 7, 2023 BENITEC BIOPHARMA INC. (Exact name of registrant as specified in its charter) Delaware 001-39267 84-4620206 (State or Other Jurisdiction of Incorporation) (Commission Fi

AU:BLT / BENITEC BIOPHARMA INC / CVI Investments, Inc. - SC 13G/A Passive Investment

SC 13G/A 1 tm235037d23sc13ga.htm SC 13G/A CUSIP No: 08205P100 SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G (Rule 13d-102) INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT TO § 240.13d-1(b), (c) AND (d) AND AMENDMENTS THERETO FILED PURSUANT TO § 240.13d-2. (Amendment No. 1)* Benitec Biopharma Inc. (Name of Issuer) Common Stock, $0.0001 par value per share (Title of

AU:BLT / BENITEC BIOPHARMA INC / SUVRETTA CAPITAL MANAGEMENT, LLC Passive Investment

SC 13G/A 1 d992731413g-a.htm UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. 1)* Benitec Biopharma Inc. (Name of Issuer) Common Stock, par value $0.0001 (Title of Class of Securities) 08205P100 (CUSIP Number) December 31, 2022 (Date of Event Which Requires Filing of this Statement) Check the appropriate box

Benitec Biopharma Releases Second Quarter 2023 Financial Results and Provides Operational Update First subject enrolled into the OPMD clinical development program

Exhibit 99.1 Benitec Biopharma Releases Second Quarter 2023 Financial Results and Provides Operational Update First subject enrolled into the OPMD clinical development program HAYWARD, Calif., February 13, 2023 — Benitec Biopharma Inc. (NASDAQ: BNTC) (“Benitec” or “Company”), a development-stage, gene therapy-focused, biotechnology company developing novel genetic medicines based on its proprietar

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-Q (Mark One) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended December 31, 2022 ☐ TRANSITION REPOR

Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-Q (Mark One) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended December 31, 2022 ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number 00

Financial Statements and Exhibits, Results of Operations and Financial Condition

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): February 13, 2023 BENITEC BIOPHARMA INC. (Exact name of registrant as specified in its charter) Delaware 001-39267 84-4620206 (State or Other Jurisdiction of Incorporation) (Commissio

AU:BLT / BENITEC BIOPHARMA INC / SILVERARC CAPITAL MANAGEMENT, LLC - SCHEDULE 13G/A BNTC SILVERARC Passive Investment

SC 13G/A 1 schedule13gbntcsilverarc.htm SCHEDULE 13G/A BNTC SILVERARC UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. 1)* Benitec Biopharma Inc. (Name of Issuer) Common Stock (Title of Class of Securities) 08205P100 (CUSIP Number) December 31, 2022 (Date of Event which Requires Filing of this Statement) C

Regulation FD Disclosure, Financial Statements and Exhibits

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): January 23, 2023 BENITEC BIOPHARMA INC. (Exact name of registrant as specified in its charter) Delaware 001-39267 84-4620206 (State or Other Jurisdiction of Incorporation) (Commission

Benitec Biopharma Enrolls First OPMD Subject into the Clinical Development Program

Exhibit 99.1 Benitec Biopharma Enrolls First OPMD Subject into the Clinical Development Program HAYWARD, Calif., January 23, 2023 — Benitec Biopharma Inc. (NASDAQ: BNTC) (“Benitec” or “the Company”), a development-stage, gene therapy-focused, biotechnology company developing novel genetic medicines based on its proprietary DNA-directed RNA interference (“ddRNAi”) platform, today announced the enro

BENITEC BIOPHARMA INC. 3940 Trust Way Hayward, California 94545

CORRESP 1 filename1.htm BENITEC BIOPHARMA INC. 3940 Trust Way Hayward, California 94545 December 15, 2022 VIA EDGAR Tyler Howes United States Securities and Exchange Commission Division of Corporation Finance Office of Life Sciences 100 F Street, N.E. Washington, D.C. 20549-1004 Re: Benitec Biopharma Inc. Registration Statement on Form S-1 (File No. 333-268763) Dear Mr. Howes, Pursuant to Rule 461

As filed with the Securities and Exchange Commission on December 12, 2022

S-1 Table of Contents As filed with the Securities and Exchange Commission on December 12, 2022 Registration No.

Calculation of Filing Fee Table

EX-FILING FEES EXHIBIT 107 Calculation of Filing Fee Table Form S-1 (Form Type) BENITEC BIOPHARMA, INC.

Certificate of Amendment to the Amended and Restated Certificate of Incorporation of Benitec Biopharma Inc., effective December 9, 2022 (incorporated by reference to Exhibit 3.1 to the Registrant’s Form 8-K filed on December 12, 2022)

Exhibit 3.1 CERTIFICATE OF AMENDMENT TO AMENDED AND RESTATED CERTIFICATE OF INCORPORATION OF BENITEC BIOPHARMA INC. The undersigned, being the Chief Executive Officer of Benitec Biopharma Inc., a corporation organized and existing under the laws of the State of Delaware (the ?Corporation?), does hereby amend and certify as follows: 1. That the name of the Corporation is Benitec Biopharma Inc., and

Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year, Material Modification to Rights of Security Holders, Financial Statements and Exhibits

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): December 9, 2022 BENITEC BIOPHARMA INC. (Exact name of registrant as specified in its charter) Delaware 001-39267 84-4620206 (State or Other Jurisdiction of Incorporation) (Commission

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): December 7, 2022 BENITEC BIOPHARM

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): December 7, 2022 BENITEC BIOPHARMA INC. (Exact name of registrant as specified in its charter) Delaware 001-39267 84-4620206 (State or Other Jurisdiction of Incorporation) (Commission

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-Q (Mark One) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended September 30, 2022 ☐ TRANSITION REPO

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-Q (Mark One) ? QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended September 30, 2022 ? TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number 001-39267 BENITEC B

Financial Statements and Exhibits, Results of Operations and Financial Condition

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): November 10, 2022 BENITEC BIOPHARMA INC. (Exact name of registrant as specified in its charter) Delaware 001-39267 84-4620206 (State or Other Jurisdiction of Incorporation) (Commissio

Benitec Biopharma Releases First Quarter 2023 Financial Results and Provides Operational Update

Exhibit 99.1 Benitec Biopharma Releases First Quarter 2023 Financial Results and Provides Operational Update HAYWARD, Calif., November 10, 2022 ? Benitec Biopharma Inc. (NASDAQ: BNTC) (?Benitec? or ?the Company?), a development-stage, gene therapy-focused, biotechnology company developing novel genetic medicines based on its proprietary DNA-directed RNA interference (?ddRNAi?) platform, today anno

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A (Rule 14a-101) INFORMATION REQUIRED IN PROXY STATEMENT SCHEDULE 14A INFORMATION Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934

DEF 14A Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A (Rule 14a-101) INFORMATION REQUIRED IN PROXY STATEMENT SCHEDULE 14A INFORMATION Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934

DEFA14A UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A (Rule 14a-101) INFORMATION REQUIRED IN PROXY STATEMENT SCHEDULE 14A INFORMATION Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 Filed by the Registrant ☒ Filed by a Party other than the Registrant ☐ Check the appropriate box: ☐ Preliminary Proxy Statement ☐ Confidential, Fo

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): October 12, 2022 BENITEC BIOPHARMA INC. (Exact name of registrant as specified in its charter) Delaware 001-39267 84-4620206 (State or Other Jurisdiction of Incorporation) (Commission

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A (Rule 14a-101) INFORMATION REQUIRED IN PROXY STATEMENT SCHEDULE 14A INFORMATION Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934

Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A (Rule 14a-101) INFORMATION REQUIRED IN PROXY STATEMENT SCHEDULE 14A INFORMATION Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 Filed by the Registrant ? Filed by a Party other than the Registrant ? Check the appropriate box: ? Preliminary Proxy Statement ? Confid

AU:BLT / BENITEC BIOPHARMA INC / FRANKLIN RESOURCES INC Passive Investment

CUSIP NO. 08205P100 13G Page 1 of 15 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. )* BENITEC BIOPHARMA INC. (Name of Issuer) Common Stock, par value $0.0001 (Title of Class of Securities) 08205P100 (CUSIP Number) September 30, 2022 (Date of Event Which Requires Filing of this Statement) Check the appro

AU:BLT / BENITEC BIOPHARMA INC / Oliveira Steven Michael - SC 13G/A Passive Investment

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G/A (Amendment No. 2) (Rule 13d-102) INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT TO RULES 13d-1(b), (c) AND (d) AND AMENDMENTS THERETO FILED PURSUANT TO ?240.13d-2 Benitec Biopharma Inc. (Name of Issuer) Common Stock, $0.0001 par value (Title of Class of Securities) 08205P100 (CUSIP Number) September 14,

AU:BLT / BENITEC BIOPHARMA INC / CVI Investments, Inc. - SC 13G Passive Investment

CUSIP No: 08205P100 SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G (Rule 13d-102) INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT TO ? 240.13d-1(b), (c) AND (d) AND AMENDMENTS THERETO FILED PURSUANT TO ? 240.13d-2. (Amendment No. ) * Benitec Biopharma Inc. (Name of Issuer) Common Stock, $0.0001 par value per share (Title of Class of Securities) 08205P100 (CUSIP Numb

Entry into a Material Definitive Agreement, Financial Statements and Exhibits, Other Events

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): September 12, 2022 BENITEC BIOPHARMA INC. (Exact name of registrant as specified in its charter) Delaware 001-39267 84-4620206 (State or Other Jurisdiction of Incorporation) (Commissi

Form of Common Warrant (incorporated by reference to Exhibit 4.2 to the Company’s Form 8-K filed on September 16, 2022 (File No. 001-39267))

Exhibit 4.2 SERIES 21 COMMON STOCK PURCHASE WARRANT BENITEC BIOPHARMA INC. Warrant Shares: Initial Exercise Date: , 2022 THIS COMMON STOCK PURCHASE WARRANT (the ?Warrant?) certifies that, for value received, or its assigns (the ?Holder?) is entitled, upon the terms and subject to the limitations on exercise and the conditions hereinafter set forth, at any time on or after the Stockholder Approval

Benitec Biopharma Inc. Announces Closing of $18 Million Underwritten Public Offering

Exhibit 99.2 Benitec Biopharma Inc. Announces Closing of $18 Million Underwritten Public Offering HAYWARD, Calif., Sept. 16, 2022 (GLOBE NEWSWIRE) ? Benitec Biopharma Inc. (Nasdaq: BNTC) (?Benitec? or ?the Company?), a development-stage, gene therapy-focused, biotechnology company developing novel genetic medicines based on its proprietary DNA-directed RNA interference (?ddRNAi?) platform, today a

Benitec Biopharma Inc. Announces Pricing of $18 Million Underwritten Public Offering

Exhibit 99.1 Benitec Biopharma Inc. Announces Pricing of $18 Million Underwritten Public Offering HAYWARD, Calif., September 12, 2022 ? Benitec Biopharma Inc. (Nasdaq: BNTC) (?Benitec? or ?the Company?), a development-stage, gene therapy-focused, biotechnology company developing novel genetic medicines based on its proprietary DNA-directed RNA interference (?ddRNAi?) platform, today announced the

Underwriting Agreement, dated September 12, 2022, by and between Benitec Biopharma Inc. and JMP Securities LLC (incorporated by reference to Exhibit 1.1 to the Company’s Form 8-K filed on September 16, 2022 (File No. 001-39267))

EX-1.1 2 d360011dex11.htm EX-1.1 Exhibit 1.1 17,637,843 SHARES OF COMMON STOCK, 12,171,628 PRE-FUNDED WARRANTS TO PURCHASE 12,171,628 SHARES OF COMMON STOCK AND 0 SERIES 1 WARRANTS TO PURCHASE 0 SHARES OF COMMON STOCK AND 29,809,471 SERIES 2 WARRANTS TO PURCHASE 29,809,471 SHARES OF COMMON STOCK OF BENITEC BIOPHARMA INC. UNDERWRITING AGREEMENT September 12, 2022 JMP Securities LLC 600 Montgomery S

Warrant Agency Agreement, dated September 15, 2022, by and between Benitec Biopharma Inc. and Computershare Trust Company, N.A. (incorporated by reference to Exhibit 4.3 to the Company’s Form 8-K filed on September 16, 2022 (File. No. 001-39267))

Exhibit 4.3 BENITEC BIOPHARMA INC. and COMPUTERSHARE TRUST COMPANY, N.A., as Warrant Agent Warrant Agency Agreement Dated as of September 15, 2022 WARRANT AGENCY AGREEMENT WARRANT AGENCY AGREEMENT, dated as of September 15, 2022 (?Agreement?), between Benitec Biopharma Inc., a corporation organized under the laws of the State of Delaware (the ?Company?), and Computershare Trust Company, N.A. (the

Form of Pre-Funded Warrant (incorporated by reference to Exhibit 4.1 to the Company’s Form 8-K filed on September 16, 2022 (File. No. 001-39267))

Exhibit 4.1 PRE-FUNDED COMMON STOCK PURCHASE WARRANT BENITEC BIOPHARMA INC. Warrant Shares: Initial Exercise Date: , 2022 THIS PRE-FUNDED COMMON STOCK PURCHASE WARRANT (the ?Warrant?) certifies that, for value received, or its assigns (the ?Holder?) is entitled, upon the terms and subject to the limitations on exercise and the conditions hereinafter set forth, at any time on or after the date here

17,637,843 Shares of Common Stock 12,171,628 Pre-funded Warrants to Purchase 12,171,628 Shares of Common Stock and Common Warrants to Purchase 29,809,471 Shares of Common Stock 12,171,628 Shares of Common Stock underlying the Pre-funded Warrants

Table of Contents Filed pursuant to Rule 424(b)(4) Registration No. 333-266417 Prospectus 17,637,843 Shares of Common Stock 12,171,628 Pre-funded Warrants to Purchase 12,171,628 Shares of Common Stock and Common Warrants to Purchase 29,809,471 Shares of Common Stock 12,171,628 Shares of Common Stock underlying the Pre-funded Warrants We are offering 17,637,843 shares of our common stock, 12,171,62

As filed with the Securities and Exchange Commission on September 12, 2022

Table of Contents As filed with the Securities and Exchange Commission on September 12, 2022 Registration No.

Form of Warrant Agency Agreement, by and between Benitec Biopharma Inc. and Computershare Trust Company, N.A., as warrant agent

Exhibit 4.5 BENITEC BIOPHARMA INC. and COMPUTERSHARE TRUST COMPANY, N.A., as Warrant Agent Warrant Agency Agreement Dated as of , 2022 WARRANT AGENCY AGREEMENT WARRANT AGENCY AGREEMENT, dated as of , 2022 (?Agreement?), between Benitec Biopharma Inc., a corporation organized under the laws of the State of Delaware (the ?Company?), and Computershare Trust Company, N.A. (the ?Warrant Agent?). W I T

As filed with the Securities and Exchange Commission on September 8, 2022

Table of Contents As filed with the Securities and Exchange Commission on September 8, 2022 Registration No.

BENITEC BIOPHARMA INC. 3940 Trust Way Hayward, California 94545

BENITEC BIOPHARMA INC. 3940 Trust Way Hayward, California 94545 September 8, 2022 VIA EDGAR Alan Campbell United States Securities and Exchange Commission Division of Corporation Finance Office of Life Sciences 100 F Street, N.E. Washington, D.C. 20549-1004 Re: Benitec Biopharma Inc. Registration Statement on Form S-1 (File No. 333-266417) Dear Mr. Campbell: Pursuant to Rule 461 of the Securities

September 8, 2022

September 8, 2022 VIA EDGAR Alan Campbell U.S. Securities and Exchange Commission Division of Corporation Finance Officer of Life Sciences 100 F Street, N.E. Washington, D.C. 20549-1004 Re: Benitec Biopharma Inc. Registration Statement on Form S-1, as amended File No. 333-266417 Mr. Campbell: As the underwriter of the proposed offering of Benitec Biopharma Inc. (the ?Company?), we hereby join the

Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): September 6, 2022 BENITEC BIOPHARMA INC. (Exact name of registrant as specified in its charter) Delaware 001-39267 84-4620206 (State or Other Jurisdiction of Incorporation) (Commissio

Benitec Biopharma Releases Full Year 2022 Financial Results and Provides Operational Update

Exhibit 99.1 Benitec Biopharma Releases Full Year 2022 Financial Results and Provides Operational Update HAYWARD, Calif., September 2, 2022 ? Benitec Biopharma Inc. (NASDAQ: BNTC) (?Benitec? or ?the Company?), a development-stage, gene therapy-focused, biotechnology company developing novel genetic medicines based on its proprietary DNA-directed RNA interference (?ddRNAi?) platform, today announce

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K (Mark One) ☒ Annual Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 For the fiscal year ended June 30, 2022 ☐ Transition Report under Sect

Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K (Mark One) ? Annual Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 For the fiscal year ended June 30, 2022 ? Transition Report under Section 13 or 15(d) of the Securities Exchange Act of 1934 For the transition period from to Commission File Number: 001-39267 Benitec B

List of significant subsidiaries (incorporated by reference to Exhibit 21.1 to the Registrant’s Form 10-K filed on September 2, 2022)

Exhibit 21.1 SUBSIDIARIES OF THE REGISTRANT Subsidiary Jurisdiction of Incorporation or Organization Benitec Biopharma Proprietary Limited Australia Benitec Australia Proprietary Limited Australia Benitec Limited United Kingdom Benitec, Inc. Delaware RNAi Therapeutics, Inc. Delaware Tacere Therapeutics, Inc. Delaware Benitec, LLC Delaware

Financial Statements and Exhibits, Results of Operations and Financial Condition

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): September 2, 2022 BENITEC BIOPHARMA INC. (Exact name of registrant as specified in its charter) Delaware 001-39267 84-4620206 (State or Other Jurisdiction of Incorporation) (Commissio

BENITEC BIOPHARMA INC. 3940 Trust Way Hayward, California 94545

BENITEC BIOPHARMA INC. 3940 Trust Way Hayward, California 94545 August 11, 2022 VIA EDGAR Alan Campbell United States Securities and Exchange Commission Division of Corporation Finance Office of Life Sciences 100 F Street, N.E. Washington, D.C. 20549-1004 Re: Benitec Biopharma Inc. Registration Statement on Form S-1 (File No. 333-266417) Filed July 29, 2022, as amended August 8, 2022 Dear Mr. Camp

Form of Warrant Agency Agreement, by and between Benitec Biopharma Inc. and Computershare Trust Company, N.A., as warrant agent

Exhibit 4.5 BENITEC BIOPHARMA INC. and COMPUTERSHARE TRUST COMPANY, N.A., as Warrant Agent Warrant Agency Agreement Dated as of August , 2022 WARRANT AGENCY AGREEMENT WARRANT AGENCY AGREEMENT, dated as of August , 2022 (?Agreement?), between Benitec Biopharma Inc., a corporation organized under the laws of the State of Delaware (the ?Company?), and Computershare Trust Company, N.A. (the ?Warrant A

As filed with the Securities and Exchange Commission on August 10, 2022

As filed with the Securities and Exchange Commission on August 10, 2022 Registration No.

BENITEC BIOPHARMA INC. 3940 Trust Way Hayward, California 94545

BENITEC BIOPHARMA INC. 3940 Trust Way Hayward, California 94545 August 8, 2022 VIA EDGAR Alan Campbell United States Securities and Exchange Commission Division of Corporation Finance Office of Life Sciences 100 F Street, N.E. Washington, D.C. 20549-1004 Re: Benitec Biopharma Inc. Registration Statement on Form S-1 (File No. 333-266417) Dear Mr. Campbell: Pursuant to Rule 461 of the Securities Act

August 8, 2022

August 8, 2022 VIA EDGAR Alan Campbell U.S. Securities and Exchange Commission Division of Corporation Finance Officer of Life Sciences 100 F Street, N.E. Washington, D.C. 20549-1004 Re: Benitec Biopharma Inc. Registration Statement on Form S-1, as amended File No. 333-266417 Mr. Campbell: As the underwriter of the proposed offering of Benitec Biopharma Inc. (the ?Company?), we hereby join the Com

Form of Pre-Funded Warrant

Exhibit 4.2 PRE-FUNDED COMMON STOCK PURCHASE WARRANT BENITEC BIOPHARMA INC. Warrant Shares: Initial Exercise Date: , 2022 THIS PRE-FUNDED COMMON STOCK PURCHASE WARRANT (the ?Warrant?) certifies that, for value received, or its assigns (the ?Holder?) is entitled, upon the terms and subject to the limitations on exercise and the conditions hereinafter set forth, at any time on or after the date here

Form of Underwriting Agreement

Exhibit 1.1 SHARES OF COMMON STOCK, PRE-FUNDED WARRANTS TO PURCHASE SHARES OF COMMON STOCK AND SERIES 1 WARRANTS TO PURCHASE SHARES OF COMMON STOCK AND SERIES 2 WARRANTS TO PURCHASE SHARES OF COMMON STOCK OF BENITEC BIOPHARMA INC. UNDERWRITING AGREEMENT [ ], 2022 JMP Securities LLC 600 Montgomery Street, Suite 1100 San Francisco, CA 94111 As the Representative of the Several underwriters, if any,

Form of Common Warrant

Exhibit 4.3 [SERIES 1][SERIES 2]1 COMMON STOCK PURCHASE WARRANT BENITEC BIOPHARMA INC. Warrant Shares: Initial Exercise Date: , 2022 THIS COMMON STOCK PURCHASE WARRANT (the ?Warrant?) certifies that, for value received, or its assigns (the ?Holder?) is entitled, upon the terms and subject to the limitations on exercise and the conditions hereinafter set forth, at any time on or after [SERIES 1: th

As filed with the Securities and Exchange Commission on August 8, 2022

Table of Contents As filed with the Securities and Exchange Commission on August 8, 2022 Registration No.

Power of Attorney (included on signature page to the initial filing of this Registration Statement)

Table of Contents As filed with the Securities and Exchange Commission on July 29, 2022 Registration No.

Calculation of Filing Fee Table

Exhibit 107 Calculation of Filing Fee Table Form S-1 (Form Type) Benitec Biopharma Inc.

Financial Statements and Exhibits, Results of Operations and Financial Condition

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): May 16, 2022 BENITEC BIOPHARMA INC. (Exact name of registrant as specified in its charter) Delaware 001-39267 84-4620206 (State or Other Jurisdiction of Incorporation) (Commission Fil

Benitec Biopharma Releases Q3 2022 Financial Results

Exhibit 99.1 Benitec Biopharma Releases Q3 2022 Financial Results HAYWARD, Calif., May 16, 2022 ? Benitec Biopharma Inc. (NASDAQ: BNTC) (?Benitec? or ?the Company?), a development-stage, gene therapy-focused, biotechnology company developing novel genetic medicines based on its proprietary DNA-directed RNA interference (?ddRNAi?) platform, today announced financial results for its Fiscal Year Q3 e

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-Q (Mark One) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended March 31, 2022 ☐ TRANSITION REPORT P

Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-Q (Mark One) ? QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended March 31, 2022 ? TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number 001-3

Benitec Biopharma Discloses Q2 2022 Financial Results

Exhibit 99.1 Benitec Biopharma Discloses Q2 2022 Financial Results HAYWARD, Calif., February 14, 2022 ? Benitec Biopharma Inc. (NASDAQ: BNTC) (?Benitec? or ?the Company?), a development-stage, gene therapy-focused, biotechnology company developing novel genetic medicines based on the proprietary DNA-directed RNA interference (?ddRNAi?) platform, today announced the financial results for its Fiscal

Financial Statements and Exhibits, Results of Operations and Financial Condition

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): February 14, 2022 BENITEC BIOPHARMA INC. (Exact name of registrant as specified in its charter) Delaware 001-39267 84-4620206 (State or Other Jurisdiction of Incorporation) (Commissio

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-Q (Mark One) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended December 31, 2021 ☐ TRANSITION REPOR

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-Q (Mark One) ? QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended December 31, 2021 ? TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number 001-39267 BENITEC BI

AU:BLT / BENITEC BIOPHARMA INC / SILVERARC CAPITAL MANAGEMENT, LLC Passive Investment

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. )* Benitec Biopharma Inc. (Name of Issuer) Common Stock (Title of Class of Securities) 08205P100 (CUSIP Number) December 31, 2021 (Date of Event which Requires Filing of this Statement) Check the appropriate box to designate the rule pursuant to which this S

AU:BLT / BENITEC BIOPHARMA INC / SILVERARC CAPITAL MANAGEMENT, LLC Passive Investment

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. )* Benitec Biopharma Inc. (Name of Issuer) Common Stock (Title of Class of Securities) 08205P100 (CUSIP Number) December 31, 2021 (Date of Event which Requires Filing of this Statement) Check the appropriate box to designate the rule pursuant to which this S

AU:BLT / BENITEC BIOPHARMA INC / SILVERARC CAPITAL MANAGEMENT, LLC Passive Investment

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. )* Benitec Biopharma Inc. (Name of Issuer) Common Stock (Title of Class of Securities) 08205P100 (CUSIP Number) December 31, 2021 (Date of Event which Requires Filing of this Statement) Check the appropriate box to designate the rule pursuant to which this S

AU:BLT / BENITEC BIOPHARMA INC / Hudson Bay Capital Management LP - BNTC 13G/A Passive Investment

SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G/A Under the Securities Exchange Act of 1934 (Amendment No. 1)* Benitec Biopharma Inc. (Name of Issuer) Common Stock, par value $0.0001 per share (Title of Class of Securities) 08205P100 (CUSIP Number) December 31, 2021 (Date of Event Which Requires Filing of this Statement) Check the appropriate box to designate the rule pursua

Submission of Matters to a Vote of Security Holders

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K/A CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): January 19, 2022 (December 8, 2021) BENITEC BIOPHARMA INC. (Exact name of registrant as specified in its charter) Delaware 001-39267 84-4620206 (State or Other Jurisdiction of Incor

AU:BLT / BENITEC BIOPHARMA INC / ALPHA CAPITAL ANSTALT - AMENDMENT NO. 2 TO SCHEDULE 13G Passive Investment

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 SCHEDULE 13G UNDER THE SECURITIES EXCHANGE ACT OF 1934 (AMENDMENT NO. 2) BENITEC BIOPHARMA INC. (Name of Issuer) COMMON STOCK, PAR VALUE $0.0001 (Title of Class of Securities) 08205P100 (CUSIP Number) December 31, 2021 (DATE OF EVENT WHICH REQUIRES FILING OF THIS STATEMENT) Check the appropriate box to designate the rule pursu

As filed with the Securities and Exchange Commission on December 23, 2021

As filed with the Securities and Exchange Commission on December 23, 2021 Registration No.

Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year, Material Modification to Rights of Security Holders, Financial Statements and Exhibits

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): December 17, 2021 BENITEC BIOPHARMA INC. (Exact name of registrant as specified in its charter) Delaware 001-39267 84-4620206 (State or Other Jurisdiction of Incorporation) (Commissio

Certificate of Amendment to the Amended and Restated Certificate of Incorporation of Benitec Biopharma Inc., effective December 17, 2021 (incorporated by reference to Exhibit 3.1 to the Registrant’s Form 8-K filed on December 21, 2021)

Exhibit 3.1 CERTIFICATE OF AMENDMENT TO AMENDED AND RESTATED CERTIFICATE OF INCORPORATION OF BENITEC BIOPHARMA INC. The undersigned, being the Chief Executive Officer of Benitec Biopharma Inc., a corporation organized and existing under the laws of the State of Delaware (the ?Corporation?), does hereby amend and certify as follows: 1. That the name of the Corporation is Benitec Biopharma Inc., and

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers, Financial Statements and Exhibits, Submission of Matters to a Vote of Security Holders

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): December 8, 2021 BENITEC BIOPHARMA INC. (Exact name of registrant as specified in its charter) Delaware 001-39267 84-4620206 (State or Other Jurisdiction of Incorporation) (Commission

Benitec Biopharma Discloses Q1 2022 Financial Results

Exhibit 99.1 Benitec Biopharma Discloses Q1 2022 Financial Results HAYWARD, Calif., November 15, 2021 ? Benitec Biopharma Inc. (NASDAQ: BNTC) (?Benitec? or ?the Company?), a development-stage, gene therapy-focused, biotechnology company developing novel genetic medicines based on the proprietary DNA-directed RNA interference (?ddRNAi?) platform, today announced the financial results for its Fiscal

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-Q (Mark One) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended September 30, 2021 ☐ TRANSITION REPO

Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-Q (Mark One) ? QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended September 30, 2021 ? TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number 0

Financial Statements and Exhibits, Results of Operations and Financial Condition

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): November 15, 2021 BENITEC BIOPHARMA INC. (Exact name of registrant as specified in its charter) Delaware 001-39267 84-4620206 (State or Other Jurisdiction of Incorporation) (Commissio

Schedule 14A

Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A (Rule 14a-101) INFORMATION REQUIRED IN PROXY STATEMENT SCHEDULE 14A INFORMATION Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 Filed by the Registrant ? Filed by a Party other than the Registrant ? Check the appropriate box: ? Preliminary Proxy Statement ? Confid

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A (Rule 14a-101) INFORMATION REQUIRED IN PROXY STATEMENT SCHEDULE 14A INFORMATION Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934

Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A (Rule 14a-101) INFORMATION REQUIRED IN PROXY STATEMENT SCHEDULE 14A INFORMATION Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 Filed by the Registrant ? Filed by a Party other than the Registrant ? Check the appropriate box: ? Preliminary Proxy Statement ? Confid

Exhibit 4.3

Exhibit 4.3 Description of the Registrant?s Securities Registered Pursuant to Section 12 of the Securities Exchange Act of 1934, as amended The summary of the general terms and provisions of the registered securities of Benitec Biopharma Inc. (?Benitec,? ?we,? or ?our?) set forth below does not purport to be complete and is subject to and qualified in its entirety by reference to our Amended and R

Benitec Biopharma Provides Operational Update and Releases its 2021 Fiscal Year-End Financial Results

Exhibit 99.1 Benitec Biopharma Provides Operational Update and Releases its 2021 Fiscal Year-End Financial Results HAYWARD, Calif., September 20, 2021 ? Benitec Biopharma Inc. (NASDAQ: BNTC) (?Benitec? or ?the Company?), a development-stage, gene therapy-focused, biotechnology company developing novel genetic medicines based on the proprietary DNA-directed RNA interference (?ddRNAi?) platform, tod

List of significant subsidiaries (incorporated by reference to Exhibit 21.1 to the Registrant’s Form 10-K filed on September 20, 2021)

Exhibit 21.1 SUBSIDIARIES OF THE REGISTRANT Subsidiary Jurisdiction of Incorporation or Organization Benitec Biopharma Proprietary Limited Australia Benitec Australia Proprietary Limited Australia Benitec Limited United Kingdom Benitec, Inc. Delaware Benitec LLC Delaware RNAi Therapeutics, Inc. Delaware Tacere Therapeutics, Inc. Delaware Benitec, LLC Delaware Benitec IP Holdings, Inc. Delaware

Financial Statements and Exhibits, Results of Operations and Financial Condition

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): September 20, 2021 BENITEC BIOPHARMA INC. (Exact name of registrant as specified in its charter) Delaware 001-39267 84-462-0206 (State or Other Jurisdiction of Incorporation) (Commiss

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K (Mark One) ☒ Annual Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 For the fiscal year ended June 30, 2021 ☐ Transition Report under Sect

Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K (Mark One) ? Annual Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 For the fiscal year ended June 30, 2021 ? Transition Report under Section 13 or 15(d) of the Securities Exchange Act of 1934 For the transition period from to Commission File Number: 001-39267 Benitec B

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): September 15, 2021 BENITEC BIOPHARMA INC. (Exact name of registrant as specified in its charter) Delaware 001-39267 84-462-0206 (State or Other Jurisdiction of Incorporation) (Commiss

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-Q

Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-Q (Mark One) ? QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended March 31, 2021 ? TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number 001-3

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No.)*

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No.

3,036,366 Shares of Common Stock

Table of Contents Filed Pursuant to Rule 424(b)(5) Registration No. 333-253259 PROSPECTUS SUPPLEMENT (To the Prospectus Dated February 26, 2021) 3,036,366 Shares of Common Stock We are offering 3,036,366 shares of our common stock. Our common stock is listed on The Nasdaq Capital Market under the symbol ?BNTC.? On April 26, 2021, the last reported sale price of our common stock on The Nasdaq Capit

Entry into a Material Definitive Agreement, Financial Statements and Exhibits, Other Events

8-K 1 d160347d8k.htm 8-K UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): April 27, 2021 BENITEC BIOPHARMA INC. (Exact name of registrant as specified in its charter) Delaware 001-39267 84-462-0206 (State or Other Jurisdiction of In

Benitec Biopharma Increases Previously Announced Bought Deal Offering of Common Stock to $12.9 Million

Exhibit 99.2 Benitec Biopharma Increases Previously Announced Bought Deal Offering of Common Stock to $12.9 Million HAYWARD, Calif., April 27, 2021?Benitec Biopharma Inc. (NASDAQ: BNTC) (?Benitec? or ?the Company?), a development-stage, gene therapy-focused, biotechnology company developing novel genetic medicines based on the proprietary DNA-directed RNA interference (?ddRNAi?) platform, today an

Amended and Restated Underwriting Agreement, dated April 27, 2021, between Benitec Biopharma Inc. and H.C. Wainwright & Co., LLC

Exhibit 1.1 3,036,366 Shares of Common Stock Benitec Biopharma Inc. AMENDED AND RESTATED UNDERWRITING AGREEMENT April 27, 2021 H.C. Wainwright & Co., LLC 430 Park Avenue, 4th Floor New York, New York 10022 Ladies and Gentlemen: Benitec Biopharma Inc., a Delaware corporation (the ?Company?), proposes to issue and sell to H.C. Wainwright & Co., LLC (the ?Underwriter?) an aggregate of 3,036,366 share

Benitec Biopharma Announces $7.5 Million Bought Deal Offering of Common Stock

EX-99.1 Exhibit 99.1 Benitec Biopharma Announces $7.5 Million Bought Deal Offering of Common Stock HAYWARD, Calif., April 27, 2021—Benitec Biopharma Inc. (NASDAQ: BNTC) (“Benitec” or “the Company”), a development-stage, gene therapy-focused, biotechnology company developing novel genetic medicines based on the proprietary DNA-directed RNA interference (“ddRNAi”) platform, today announced that it h

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. __)*

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. )* BENITEC BIOPHARMA INC. (Name of Issuer) COMMON STOCK, $0.0001 PAR VALUE (Title of Class of Securities) 08205P100 (CUSIP Number) April 28, 2021 (Date of Event Which Requires Filing of this Statement) Check the appropriate box to designate the rule pursuant