Item 1.01 |
Entry into a Material Definitive Agreement. |
On August 8, 2023, Benitec Biopharma Inc., a Delaware corporation (the “Company”), entered into an Underwriting Agreement (the “Underwriting Agreement”) with Citizens JMP Securities, LLC (the “Underwriter”), pursuant to which the Company issued and sold, in a firm commitment underwritten public offering by the Company (the “Public Offering”), (i) 875,949 shares of the Company’s common stock, par value $0.0001 per share (the “Common Stock”) (including 458,134 shares of Common Stock issued and sold pursuant to the Underwriter’s exercise of its over-allotment option), (ii) 15,126,226 pre-funded warrants (the “Pre-Funded Warrants”), with each pre-funded warrant exercisable for one share of Common Stock at an exercise price of $0.0001 per share commencing on the date of original issuance until exercised in full and (iii) an aggregate of 16,002,175 common warrants (the “Common Warrants”) (including 458,134 Common Warrants issued and sold pursuant to the Underwriter’s exercise of its over-allotment option), with each Common Warrant accompanying each issued share of Common Stock and/or Pre-Funded Warrant and exercisable for one share of Common Stock at an exercise price of $3.86 per share commencing on the date of original issuance, and expiring on the fifth anniversary of such initial exercisable date. The combined purchase price for each share of Common Stock and accompanying Common Warrant is $1.93, which is allocated as $1.9299 per share of Common Stock and $0.0001 per Common Warrant. The combined purchase price for each Pre-Funded Warrant and accompanying Common Warrant is $1.9299, which is allocated as $1.9298 per Pre-Funded Warrant and $0.0001 per Common Warrant.
In addition, pursuant to the Underwriting Agreement, the Company granted the Underwriter a 30-day option to purchase up to 2,331,606 additional shares of Common Stock and/or up to 2,331,606 additional Common Warrants solely to cover over-allotments, if any. As indicated above, as of the date hereof, the Underwriter has partially exercised this over-allotment option and purchased 458,134 additional shares of Common Stock and 458,134 additional Common Warrants.
The net proceeds to the Company from the Public Offering were approximately $28.3 million (after giving effect to the 458,134 additional shares of Common Stock and 458,134 additional Common Warrants sold pursuant to the Underwriter’s partial exercise of its over-allotment option), after deducting underwriting discounts and commissions and estimated Public Offering expenses payable by the Company, and excluding any proceeds the Company may receive upon exercise of the Pre-Funded Warrants or the Common Warrants. The Company currently intends to use the net proceeds to support the clinical development of BB-301, including the natural history lead-in study and the Phase 1b/2a BB-301 treatment study, for the continued advancement of development activities for other existing and new product candidates, for general corporate purposes and for strategic growth opportunities. The Company will have broad discretion in determining how the proceeds of the Public Offering will be used, and its discretion is not limited by the aforementioned possible uses.
The shares of Common Stock, Pre-Funded Warrants and Common Warrants were offered by the Company pursuant to the Registration Statement on Form S-1 (File No. 333-273177), which was initially filed with the Securities and Exchange Commission (the “Commission”) on July 7, 2023, amended on July 31, 2023, August 3, 2023 and August 7, 2023 and declared effective by the Commission on August 8, 2023 (the “Registration Statement”). The Common Stock is listed on The Nasdaq Capital Market; however, neither the Pre-Funded Warrants nor the Common Warrants will be listed on The Nasdaq Capital Market, any other national securities exchange or any other nationally recognized trading system.
Citizens JMP Securities, LLC acted as the Company’s sole book-running manager in connection with the Public Offering. In connection with Citizens JMP Securities, LLC’s services, it received an underwriting discount equal to 7.0% of the gross proceeds of the Public Offering. The Company also agreed to pay Citizens JMP Securities, LLC an expense allowance of up to $125,000 for fees and expenses of legal counsel and other out-of-pocket expenses.
On August 11, 2023, the Public Offering closed, and the Company issued and sold (i) 875,949 shares of Common Stock, (ii) 15,126,226 Pre-Funded Warrants to purchase 15,126,226 shares of Common Stock and (iii) 16,002,175 Common Warrants to purchase 16,002,175 shares of Common Stock, pursuant to the Registration Statement and the Underwriting Agreement.