| Item 1.01 | Entry into a Material Definitive Agreement. |
On October 2, 2020, Benitec Biopharma Inc. (the “Company”) entered into an underwriting agreement (the “Underwriting Agreement”) with H.C. Wainwright & Co., LLC (the “Underwriter”), relating to the public offering, issuance and sale (the “Offering”) of 3,225,806 shares of its common stock (or pre-funded warrants (the “Pre-Funded Warrants”) to purchase shares of common stock in lieu thereof) at an effective offering price of $3.10 per share of common stock. In addition, the Underwriter fully exercised its over-allotment option to purchase 483,870 additional shares of the Company’s common stock, at the public offering price, less underwriting discounts and commissions. The Pre-Funded Warrants were immediately exercisable upon the closing of the Offering at a price of $0.01 per share of common stock. The closing of the Offering, including the shares purchased under the Underwriter’s over-allotment option, occurred on October 6, 2020.
The gross proceeds to the Company, before deducting underwriting discounts and commissions and other offering expenses, are approximately $11.5 million. The Company intends to use the net proceeds from the Offering for the continued advancement of development activities for its product pipeline, general corporate purposes, and strategic growth opportunities.
A registration statement on Form S-1 (File No. 333-246314) relating to the shares of common stock and the Pre-Funded Warrants was declared effective by the U.S. Securities and Exchange Commission (the “SEC”) on October 2, 2020. The Offering is being made only by means of a prospectus forming part of the effective registration statement.
H.C. Wainwright & Co. acted as sole book-running manager for the Offering. The underwriting discounts and commissions were 8.0% of the gross proceeds of the Offering, or $0.248 per share of common stock. The Company has also agreed to pay H.C. Wainwright & Co. an expense allowance consisting of (a) a management fee equal to 1.0% of the gross proceeds raised in the Offering, (b) $50,000 for non-accountable expenses, (c) $100,000 for fees and expenses of legal counsel and other out-of-pocket expenses and (d) for $12,900 clearing fees.
The Underwriting Agreement contains representations, warranties, indemnification and other provisions customary for transactions of this nature. Pursuant to the Underwriting Agreement, the Company and its directors and officers agreed, for a period of 90 days, subject to certain exceptions, not to offer, sell, pledge or otherwise dispose of the common stock and other Company securities, without the prior written consent of the Underwriter.
The foregoing summaries of the Underwriting Agreement, the shares of common stock and the Pre-Funded Warrants do not purport to be complete and are subject to, and qualified in their entirety by, the forms of such documents, which are incorporated herein by reference.
On October 2, 2020, the Company issued a press release announcing the pricing of the Offering. A copy of this press release is attached hereto as Exhibit 99.1 and is incorporated herein by reference.
