SC 13G/A: Schedule filed to report acquisition of beneficial ownership of 5% or more of a class of equity securities by passive investors and certain institutions
Published on November 13, 2024
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 the rule pursuant to which this Schedule is filed:
¨ Rule 13d-1(b)
x Rule 13d-1(c)
¨ Rule 13d-1(d)
* The remainder of this cover page shall be filled out for a reporting person’s initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter disclosures provided in a prior cover page.
The information required in 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).
Continued on following pages
Page 1 of 5 Pages
| CUSIP No. 08205P209 | Page 2 of 5 Pages |
| 1 | NAMES OF REPORTING PERSONS | ||||
| HBM Healthcare Investments (Cayman) Ltd. | |||||
| 2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP | ||||
| (a)¨ | |||||
| (b)¨ | |||||
| 3 | SEC USE ONLY | ||||
| 4 | CITIZENSHIP OR PLACE OF ORGANIZATION | ||||
| Cayman Islands, British West Indies | |||||
| NUMBER
OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH |
5 | SOLE VOTING POWER | |||
| 1,041,669 (1) | |||||
| 6 | SHARED VOTING POWER | ||||
| 0 | |||||
| 7 | SOLE DISPOSITIVE POWER | ||||
| 1,041,669 (1) | |||||
| 8 | SHARED DISPOSITIVE POWER | ||||
| 0 | |||||
| 9 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON | ||||
| 1,041,669 | |||||
| 10 | CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS) | ||||
| ¨ | |||||
| 11 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9) | ||||
| 9.7% | |||||
| 12 | TYPE OF REPORTING PERSON (SEE INSTRUCTIONS) | ||||
| CO | |||||
(1) See Items 2 and 4
| CUSIP No. 08205P209 | Page 3 of 5 Pages |
| Item 1(a). | Name of Issuer: |
Benitec Biopharma Inc. (the “Issuer”)
| Item 1(b). | Address of Issuer’s Principal Executive Offices: |
3940 Trust Way
Hayward, California 94545
| Item 2(a). | Name of Person Filing: |
HBM Healthcare Investments (Cayman) Ltd. (the “Reporting Person”)
| Item 2(b). | Address of Principal Business Office or, if none, Residence: |
Governors Square
23 Lime Tree Bay Avenue
PO Box 30852
Grand Cayman, KY1-1204, Cayman Islands
| Item 2(c). | Citizenship: |
Cayman Islands, British West Indies
| Item 2(d). | Titles of Classes of Securities: |
Common Stock, par value $0.0001 per share (“Common Stock”)
| Item 2(e). |
CUSIP Number:
08205P209 |
| Item 3. | If This Statement is Filed Pursuant to Rule 13d-1(b), or 13d-2(b) or (c), Check Whether the Person Filing is a: |
This Item 3 is not applicable.
| Item 4. | Ownership: |
| Item 4(a). | Amount Beneficially Owned: |
As of September 30, 2024, the Reporting Person may be deemed the beneficial owner of 1,041,669 shares of Common Stock. This amount includes 200,274 shares of Common Stock the Reporting Person acquired on September 27, 2024 upon the cashless exercise of pre-funded warrants, at an exercise price of $0.0001 per share (the “Pre-Funded Warrants”), that the Reporting Person purchased pursuant to a securities purchase agreement entered into with the Issuer on April 17, 2024.
| Item 4(b). | Percent of Class: |
As of September 30, 2024, the Reporting Person may be deemed the beneficial owner of approximately 9.7% of the shares of Common Stock outstanding.
The percentage set forth herein is calculated based on the sum of (i) 10,555,728 shares of Common Stock outstanding as of September 17, 2024, as reported in the Issuer’s Annual Report on Form 10-K, filed with the SEC on September 26, 2024, and (ii) 200,274 shares of Common Stock issued by the Issuer in connection with the Reporting Person’s exercise of the Pre-Funded Warrants on September 27, 2024.
| Item 4(c). | Number of Shares as to which such person has: |
| (i) Sole power to vote or direct the vote: | 1,041,669(1) | |
| (ii) Shared power to vote or direct the vote: | 0 | |
| (iii) Sole power to dispose or direct the disposition of: | 1,041,669(1) | |
| (iv) Shared power to dispose or direct the disposition of: | 0 |
| CUSIP No. 08205P209 | Page 4 of 5 Pages |
| Item 5. | Ownership of Five Percent or Less of a Class. |
This Item 5 is not applicable.
| Item 6. | Ownership of More than Five Percent on Behalf of Another Person. |
This Item 6 is not applicable.
| Item 7. | Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on by the Parent Holding Company. |
This Item 7 is not applicable.
| Item 8. | Identification and Classification of Members of the Group. |
This Item 8 is not applicable.
| Item 9. | Notice of Dissolution of Group. |
This Item 9 is not applicable.
| Item 10. | Certification. (if filing pursuant to Rule 13d-1(c)) |
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, other than activities solely in connection with a nomination under §240.14a-11.
| (1) | Voting and investment power over the shares held by HBM Healthcare Investments (Cayman) Ltd. is exercised by the board of directors of HBM Healthcare Investments (Cayman) Ltd. (the “Board”). The Board consists of Jean-Marc LeSieur, Richard H. Coles, Sophia Harris, Dr. Andreas Wicki, Mark Kronenfeld, M.D., and Richard Paul Woodhouse, none of whom has individual voting or investment power with respect to the shares. |
| CUSIP No. 08205P209 | Page 5 of 5 Pages |
SIGNATURE
After reasonable inquiry and to the best of my knowledge and belief, the undersigned certifies that the information set forth in this statement is true, complete, and correct.
| Dated: November 13, 2024 | ||
| HBM HEALTHCARE INVESTMENTS (CAYMAN) LTD. | ||
| By: | /s/ Jean-Marc LeSieur | |
| Name: | Jean-Marc LeSieur | |
| Title: | Managing Director | |
SIGNATURE PAGE TO SCHEDULE 13G AMENDMENT NO. 1 (BENITEC BIOPHARMA INC.)