8-K: Current report
Published on March 27, 2025
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
CURRENT REPORT
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Emerging Growth Company
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| Item 1.01 | Entry into a Material Definitive Agreement. |
On March 26, 2025, Benitec Biopharma Inc., a Delaware corporation (the “Company”) entered into a Registration Rights Agreement (the “Registration Rights Agreement”) with Averill Master Fund, Ltd. and Averill Madison Master Fund, Ltd. (together, the “Purchasers”) in connection with the closing of the previously announced registered direct offering conducted by the Company pursuant to the Registration Statement on Form S-3 (File No. 333- 282957), as supplemented by the prospectus supplement dated March 25, 2025 (the “Direct Offering”), and pursuant to the terms of the Securities Purchase Agreement, dated March 25, 2025 (the “Purchase Agreement”) entered into by the Company with the Purchasers.
Pursuant to the Registration Rights Agreement, the Company agreed to file a registration statement to register for resale the shares of the Company’s common stock sold to the Purchasers in the Direct Offering (the “Registrable Securities”) no later than 60 days following the closing of the Direct Offering. The Company agreed to use its best efforts to cause such registration statement to be declared effective by the Securities and Exchange Commission promptly, and to keep such registration statement effective until the date the Registrable Securities (i) have been sold thereunder or pursuant to Rule 144 under the Securities Act of 1933, as amended, or (ii) may be sold without volume or manner-of-sale restrictions pursuant to Rule 144 and without the requirement for the Company to be in compliance with the current public information requirement under Rule 144.
The Registration Rights Agreement provides for customary indemnification rights in connection with the registration statement by the Company and the Purchasers.
The foregoing summary of the Registration Rights Agreement does not purport to be complete and is subject to, and qualified in its entirety by, reference to the full text of the Registration Rights Agreement, attached as Exhibit 10.1 to this Current Report on Form 8-K, which is incorporated herein by reference.
| Item 9.01 | Financial Statements and Exhibits. |
(d) Exhibits
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Exhibit No. |
Description |
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| 10.1 | Registration Rights Agreement, dated March 26, 2025, by and between Benitec Biopharma Inc., Averill Master Fund, Ltd. and Averill Madison Master Fund, Ltd. | |
| 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: March 27, 2025 | /s/ Jerel A. Banks |
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| Name: | Jerel A. Banks | |||||
| Title: | Chief Executive Officer | |||||