UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

SCHEDULE 13G

Under the Securities Exchange Act of 1934
(Amendment No. __)*

Check the appropriate box to designate the rule pursuant to which this Schedule is filed:

(Page 1 of 13 Pages)

The information required on the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the Securities Exchange Act of 1934 (“Act”) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).

*Based on 7,854,416 shares of the Issuer’s common stock outstanding as of April 28, 2021 immediately following the completion of the Issuer’s registered public offering, based on information reported in the Issuer’s preliminary Prospectus Supplement, dated April 27, 2021, filed with the Securities and Exchange Commission (the “Commission”) pursuant to Rule 424(b)(5) under the Securities Act of 1933, as amended (the “Securities Act”), in connection with the offering on April 27, 2021, and in the Issuer’s free writing prospectus filed with the Commission pursuant to Rule 433 under the Securities Act in connection with the offering on April 28, 2021, assuming no exercise of the underwriter’s over-allotment option to purchase additional shares of common stock granted to the underwriter by the Issuer in connection with such offering.

 * Based on 7,854,416 shares of the Issuer’s common stock outstanding as of April 28, 2021 immediately following the completion of the Issuer’s registered public offering, based on information reported in the Issuer’s preliminary Prospectus Supplement, dated April 27, 2021, filed with the Commission pursuant to Rule 424(b)(5) under the Securities Act in connection with the offering on April 27, 2021, and in the Issuer’s free writing prospectus filed with the Commission pursuant to Rule 433 under the Securities Act in connection with the offering on April 28, 2021, assuming no exercise of the underwriter’s over-allotment option to purchase additional shares of common stock granted to the underwriter by the Issuer in connection with such offering.

 * Based on 7,854,416 shares of the Issuer’s common stock outstanding as of April 28, 2021 immediately following the completion of the Issuer’s registered public offering, based on information reported in the Issuer’s preliminary Prospectus Supplement, dated April 27, 2021, filed with the Commission pursuant to Rule 424(b)(5) under the Securities Act in connection with the offering on April 27, 2021, and in the Issuer’s free writing prospectus filed with the Commission pursuant to Rule 433 under the Securities Act in connection with the offering on April 28, 2021, assuming no exercise of the underwriter’s over-allotment option to purchase additional shares of common stock granted to the underwriter by the Issuer in connection with such offering.

  * Based on 7,854,416 shares of the Issuer’s common stock outstanding as of April 28, 2021 immediately following the completion of the Issuer’s registered public offering, based on information reported in the Issuer’s preliminary Prospectus Supplement, dated April 27, 2021, filed with the Commission pursuant to Rule 424(b)(5) under the Securities Act in connection with the offering on April 27, 2021, and in the Issuer’s free writing prospectus filed with the Commission pursuant to Rule 433 under the Securities Act in connection with the offering on April 28, 2021, assuming no exercise of the underwriter’s over-allotment option to purchase additional shares of common stock granted to the underwriter by the Issuer in connection with such offering.

 * Based on 7,854,416 shares of the Issuer’s common stock outstanding as of April 28, 2021 immediately following the completion of the Issuer’s registered public offering, based on information reported in the Issuer’s preliminary Prospectus Supplement, dated April 27, 2021, filed with the Commission pursuant to Rule 424(b)(5) under the Securities Act in connection with the offering on April 27, 2021, and in the Issuer’s free writing prospectus filed with the Commission pursuant to Rule 433 under the Securities Act in connection with the offering on April 28, 2021, assuming no exercise of the underwriter’s over-allotment option to purchase additional shares of common stock granted to the underwriter by the Issuer in connection with such offering.

 * Based on 7,854,416 shares of the Issuer’s common stock outstanding as of April 28, 2021 immediately following the completion of the Issuer’s registered public offering, based on information reported in the Issuer’s preliminary Prospectus Supplement, dated April 27, 2021, filed with the Commission pursuant to Rule 424(b)(5) under the Securities Act in connection with the offering on April 27, 2021, and in the Issuer’s free writing prospectus filed with the Commission pursuant to Rule 433 under the Securities Act in connection with the offering on April 28, 2021, assuming no exercise of the underwriter’s over-allotment option to purchase additional shares of common stock granted to the underwriter by the Issuer in connection with such offering.

Benitec Biopharma Inc., a Delaware corporation (“Issuer”)

Lincoln Park Capital Fund, LLC (“LPC Fund”)

Lincoln Park Capital, LLC (“LPC”)

Rockledge Capital Corporation (“RCC”)

Joshua B. Scheinfeld (“Mr. Scheinfeld”)

Alex Noah Investors, Inc. (“Alex Noah”)

Jonathan I. Cope (“Mr. Cope” and, collectively with LPC Fund, LPC, RCC, Mr. Scheinfeld and Alex Noah, the “Reporting Persons”)

The address of the principal business office of each of the Reporting Persons is:

440 North Wells, Suite 410

Chicago, Illinois 60654

LPC Fund is an Illinois limited liability company

LPC is an Illinois limited liability company

RCC is a Texas corporation

Mr. Scheinfeld is a United States citizen

Alex Noah is an Illinois corporation

Mr. Cope is a United States citizen

Common Stock, $0.0001 par value (“Common Stock”)

08205P100

If this statement is filed pursuant to §§240.13d-1(b), or 240.13d-2(b) or (c), check whether the person filing is a:

If filing as a non-U.S. institution in accordance with §240.13d-1(b)(1)(ii)(J), please specify the type of institution ______________________

As of April 28, 2021, LPC Fund beneficially owned, directly, an aggregate of 423,529 shares of Common Stock (representing approximately 5.392% of the outstanding shares of Common Stock as of April 28, 2021), representing the 423,529 shares of Common Stock purchased by LPC Fund on April 28, 2021 directly from the Issuer in the April 2021 Public Offering.

LPC is the Managing Member of LPC Fund.  RCC and Alex Noah are the Managing Members of LPC.  Mr. Scheinfeld is the president and sole shareholder of RCC, as well as a principal of LPC.  Mr. Cope is the president and sole shareholder of Alex Noah, as well as a principal of LPC. As a result of the foregoing, Mr. Scheinfeld and Mr. Cope have shared voting and shared investment power over the shares of Common Stock of the Issuer held directly by LPC Fund. Pursuant to Section 13(d) of the Securities Act and the rules thereunder, each of LPC, RCC, Mr. Scheinfeld, Alex Noah, and Mr. Cope may be deemed to be a beneficial owner of the shares of Common Stock of the Issuer beneficially owned directly by LPC Fund.

Pursuant to Rule 13d-4 of the Securities Act, each of LPC, RCC, Mr. Scheinfeld, Alex Noah, and Mr. Cope disclaims beneficial ownership of the shares of Common Stock of the Issuer held directly by LPC Fund.

If this statement is being filed to report the fact that as of the date hereof the reporting person has ceased to be the beneficial owner of more than five percent of the class of securities, check the following ¨.

Not applicable.

Not applicable.

Not applicable.

By signing below I certify that, to the best of my knowledge and belief, the securities referred to above were not acquired and are not held for the purpose of or with the effect of changing or influencing the control of the issuer of the securities and were not acquired and are not held in connection with or as a participant in any transaction having that purpose or effect.

SIGNATURE

After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.

Dated:  April 28, 2021

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