8-K: Current report filing
Published on October 8, 2024
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
CURRENT REPORT
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| Item 8.01 | Other Events. |
As previously disclosed, on August 29, 2024, the stockholders of Benitec Biopharma Inc. (the “Company”) approved the potential issuance of shares of the Company’s common stock, par value $0.0001 per share, issuable upon the exercise of certain of the Company’s outstanding warrants pursuant to Nasdaq Listing Rule 5635(b). Following stockholder approval, holders of the warrants are eligible to waive the 19.99% beneficial ownership limitations contained in the warrants. Following the stockholder approval, Suvretta Capital Management, LLC (“Suvretta Capital”) waived the 19.99% beneficial ownership limitation contained in the warrants held by funds managed by Suvretta Capital (the “Suvretta Funds”), and agreed with the Company that Suvretta Capital will not be permitted to complete an exercise of the warrants held by the Suvretta Funds to the extent the beneficial ownership by Suvretta Capital of the Company’s common stock would exceed 49.9% following such exercise. A copy of the letter agreement with Suvretta Capital is attached hereto as Exhibit 99.1.
In connection with the waiver of its 19.99% beneficial ownership limitation and the establishment of its new 49.9% beneficial ownership limitation, the Suvretta Funds exercised (i) 588,236 of the Company’s Series 2 warrants issued September 15, 2022 at an exercise price of $1.9299 per share, (ii) 5,181,347 of the Company’s warrants issued August 11, 2023 at an exercise price of $3.86 per share, and (iii) 1,368,180 pre-funded warrants with an exercise price of $0.0001 per share. Pursuant to these exercises, on October 4, 2024, the Company issued the Suvretta Funds an aggregate of 7,137,763 shares of common stock, for aggregate proceeds of approximately $21,135,373.
Following the completion of the above warrant exercises by the Suvretta Funds and warrant exercises by other holders, as of October 8, 2024, the Company has 17,893,765 outstanding shares of common stock.
| Item 9.01 | Financial Statements and Exhibits. |
| (d) | Exhibits |
| Exhibit |
Description |
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| 99.1 | Letter Agreement, dated as of September 26, 2024, by and between the Company and Suvretta Capital Management, LLC | |
| 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: October 8, 2024 | By: | /s/ Jerel A. Banks |
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| Name: | Jerel A. Banks | |||||
| Title: | Chief Executive Officer | |||||