8-K: Current report filing
Published on July 1, 2024
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
CURRENT REPORT
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| Item 5.02 | Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers. |
On June 26, 2024, the Board of Directors (the “Board”) of Benitec Biopharma Inc. (the “Company”) appointed Kishan (“Kishen”) Mehta to serve as a director of the Board, effective as of June 26, 2024. Mr. Mehta was appointed as a Class I member of the Board with a term lasting until the Company’s 2026 annual meeting of stockholders. The Board has determined that Mr. Mehta is independent in accordance with applicable rules of the Nasdaq Stock Market LLC and the Company’s Corporate Governance Guidelines. The Board also appointed Mr. Mehta to serve as a member of the Board’s Nominating and Corporate Governance Committee.
Mr. Mehta was appointed to the Board pursuant to the previously disclosed Board Designation Agreement by and between the Company and Suvretta Capital Management, LLC, as previously described in the Company’s Current Report on Form 8-K filed with the SEC on April 19, 2024 (the “Prior Form 8-K”). The Board Designation Agreement is attached hereto as Exhibit 10.1 and incorporated by reference herein. Other than as disclosed in the Prior Form 8-K and in the Company’s Registration Statement on Form S-1 filed on May 16, 2024 (File No. 333-279439) there have been no transactions, nor are there any currently proposed transactions, in which the Company was or is to be a participant and which Mr. Mehta, or any member of his immediate family was or is to have a material interest, that would require disclosure under Item 404(a) of Regulation S-K. Mr. Mehta will be entitled to the compensation provided to the Company’s non-employee directors as descried in the Company’s Definitive Proxy Statement on Schedule 14A filed on October 20, 2023. Mr. Mehta will also enter into the Company’s standard indemnification agreement for members of the Board, the form of which is attached as Exhibit 10.7 to the Company’s Annual Report on Form 10-K filed on September 21, 2023.
The Company issued a press release announcing the appointment of Mr. Mehta to the Board on July 1, 2024, a copy of which is attached hereto as Exhibit 99.1.
| Item 9.01 | Financial Statements and Exhibits. |
(d) Exhibits
| Exhibit Number |
Description | |
| 10.1 | Board Designation Agreement, dated April 22, 2024, by and between Benitec Biopharma Inc. and Suvretta Capital Management, LLC (incorporated by reference to Exhibit 10.4 to the Company’s Quarter Report on Form 10-Q filed on May 13, 2024) | |
| 99.1 | Press Release dated July 1, 2024 | |
| 104 | Cover Page Interactive Data File (embedded within the Inline XBRL document) | |
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.
| BENITEC BIOPHARMA INC. | ||||||
| Date: July 1, 2024 | By: | /s/ Dr. Jerel A. Banks |
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| Name: | Dr. Jerel A. Banks | |||||
| Title: | Chief Executive Officer | |||||