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Item 9A. Controls and Procedures

2024-09-26 compared with 2023-09-21 · 40 added, 447 removed, 112 unchanged (81% of the section changed)

3 unchanged sentences

In designing and evaluating our disclosure controls and procedures, our management recognized that any controls and procedures, no matter how well designed and operated, can provide only reasonable assurance of achieving their objectives, and our management necessarily applied its judgment in evaluating the cost-benefit relationship of possible controls and procedures.

Based on this evaluation, our principal executive officer and principal financial officer concluded that, as of June 30, 2023, our disclosure controls and procedures were effective to provide reasonable assurance that information we are required to disclose in reports that we file or submit under the Exchange Act is recorded, processed, summarized, and reported within the time periods specified in the SEC’s rules and forms, and that such information is accumulated and communicated to our management, including our principal executive officer and principal financial officer, as appropriate, to allow timely decisions regarding required disclosure.

Based on this evaluation, our principal executive officer and principal financial officer concluded that, as of June 30, 2024, because of the material weakness described below, our disclosure controls and procedures were not effective to provide reasonable assurance that information we are required to disclose in reports that we file or submit under the Exchange Act is recorded, processed, summarized, and reported within the time periods specified in the SEC’s rules and forms, and that such information is accumulated and communicated to our management, including our principal executive officer and principal financial officer, as appropriate, to allow timely decisions regarding required disclosure.

Changes in Internal Control Over Financial Reporting

Our management, including our principal executive and principal financial officer, has evaluated any changes in our internal control over financial reporting that occurred during the quarter ended June 30, 2023, and has concluded that there was no change that occurred during that period that has materially affected, or is reasonably likely to materially affect, our internal control over financial reporting.

Our management, including our principal executive and principal financial officer, has evaluated any changes in our internal control over financial reporting that occurred during the year ended June 30, 2024, and noting the material weakness, discussed below, has otherwise concluded that there was no change that occurred during that period that has materially affected, or is reasonably likely to materially affect, our internal control over financial reporting.

Management’s Report on Internal Control over Financial Reporting

1 unchanged sentence

Our management, with the participation of our principal executive and principal financial officer, conducted an evaluation of the effectiveness of our internal control over financial reporting based on the framework in Internal Control – Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission.

Based on this evaluation, our management has concluded that our internal control over financial reporting was effective as of June 30, 2023.

Based on this evaluation, our management has concluded that our internal control over financial reporting was not effective as of June 30, 2024 due to a material weakness in our internal controls resulting from our accounting personnel not being able to process and account for complex, non-routine transactions in accordance with US GAAP.

Management concluded that we lack sufficient personnel and outside consultants with technical accounting expertise to process and account for complex and non-routine transactions.

A material weakness is a deficiency, or combination of deficiencies, in internal control over financial reporting, such that there is a reasonable possibility that a material misstatement of our annual or interim financial statements will not be prevented or detected on a timely basis.

Notwithstanding the material weakness identified above, management has concluded that the particular transaction at issue was not material to the Company and our consolidated financial statements included in this Annual Report fairly present in all material respects the financial condition, results of operations and cash flows of the Company in accordance with US GAAP for each of the periods presented therein.

In order to remediate this matter, we plan to retain the assistance of additional accounting experts to assist in the accounting and reporting of complex, non-routine transactions.

We will consider the material weakness to be fully remediated once the applicable controls operate for a sufficient period of time and our management has concluded, through testing, that these controls are operating effectively.

Limitations on Effectiveness of Controls and Procedures

1 unchanged sentence

In addition, the design of disclosure controls and procedures must reflect the fact that there are resource constraints and that management is required to apply its judgment in evaluating the benefits of possible controls and procedures relative to their costs.

We are a non-accelerated filer, and therefore our independent registered public accounting firm has not and is not required to issue a report on the effectiveness of internal control over financial reporting.

We are a non-accelerated

filer, and therefore our independent registered public accounting firm has not and is not required to issue a report on the effectiveness of internal control over financial reporting.

Other Information.

During the three-month period ended June 30, 2023, none of our directors or officers adopted, modified or terminated a “Rule 10b5-1 trading arrangement” or a “non-Rule 10b5-1 trading arrangement” as such terms are defined under Item 408 of Regulation S-K.

On September 13, 2023, the Compensation Committee (the “Compensation Committee”) of the Company’s Board of Directors approved increases of the base salaries of Dr.

Jerel Banks, the Company’s Executive Chairman and Chief Executive Officer, and Megan Boston, the Company’s Executive Director, to $655,200 and $350,784 (Ms.

Boston’s salary as noted has been converted from AUD $1.00 to USD $0.64, which was the conversion rate as of September 13, 2023) respectively, each adjustment being effective as of October 1, 2023.

During the three-month period ended June 30, 2024, none of our directors or officers adopted, modified or terminated a “Rule 10b5-1

trading arrangement” or a “non-Rule

trading arrangement” as such terms are defined under Item 408 of Regulation S-K.

Disclosure Regarding Foreign Jurisdictions that Prevent Inspections.

Directors, Executive Officers and Corporate Governance.

Directors and Executive Officers

The following table sets forth information covering our current directors and executive officers.

Chief Executive Officer, Director

Executive Director, Director

Kevin Buchi(1)(2)(3)

Peter Francis(1)(2)(3)

Edward Smith (1)(2)(3)

Member of the audit committee.

Member of the compensation committee.

Member of the nominating and corporate governance committee.

Jerel Banks has been a Director since October 2016, Chairman of our Board since October 2017 and Chief Executive Officer since June 2018.

Banks was formerly the Chief Investment Officer of Nant Capital, LLC .

Prior to joining Nant Capital, LLC, Dr.

Banks served as vice president, portfolio manager and research analyst for the Franklin Biotechnology Discovery Fund at Franklin Templeton Investments from 2012 to 2015.

Prior to his tenure at Franklin Templeton Investments, he worked as a biotechnology senior equity research analyst at Sectoral Asset Management from 2011 to 2012.

From 2008 to 2011, Dr.

Banks worked as a biotechnology equity research analyst at Apothecary Capital, the healthcare investment management team for the family investment office of the Bass Family of Fort Worth, Texas.

Banks began his career in investment management as a healthcare equity research associate at Capital Research Company where he was a member of the equity research team from 2006 to 2008.

Banks earned an M.D.

from Brown University School of Medicine and a Ph.D.

in Organic Chemistry from Brown University, and he holds an A.B.

in Chemistry from Princeton University.

Banks’ experience in the healthcare industry and finance provides valuable experience and guidance to the Board.

Megan Boston has previously been Chief Executive Officer and Managing Director of several companies, including entities listed on the Australian Stock Exchange.

With over 13 years of experience, Ms.

Boston has been a director across a range of industries where she chaired company boards as well as board sub-committees particularly in the area of finance and risk management.

Specifically, Ms.

Boston has been a Director of Benitec since August 2016 and Executive Director since June 2018.

From 2014 until joining Benitec, Ms.

Boston was CEO of listed companies on the Australian Stock Exchange, Omni Market Tide Ltd and Rision Ltd.

Previously, Ms.

Boston held senior executive roles at various banking institutions in the area of risk and compliance, as well as working for PricewaterhouseCoopers.

Boston holds a Bachelor of Commerce and is an Australian Chartered Accountant.

Boston has also completed the company directors course diploma administered by the Australian Institute of Company Directors.

We believe Ms.

Boston’s operational and financial infrastructure experience gives her the necessary skills and qualifications to serve as a member of the Board.

Kevin Buch i has been a Director since April 2013.

Buchi previously served as Chief Executive Officer of BioSpecifics Technologies Corp.

and of TetraLogic Pharmaceuticals Corporation.

Buchi served as Chief Executive Officer of Cephalon, Inc., or Cephalon, from December 2010 through its acquisition by Teva Pharmaceutical Industries Ltd in October 2011.

After the acquisition Mr.

Buchi served as Corporate Vice President, Global Branded Products of Teva Pharmaceuticals Industries Ltd.

Buchi joined Cephalon in 1991

and held various positions, including Chief Operating Officer, from January 2010 to December 2010, Chief Financial Officer and Head of Business Development prior to being appointed Chief Executive Officer.

Buchi is also on the board of directors of Amneal Pharmaceuticals, Inc.

AMRX) and Novo Nordisk (NYSE:NVO), formerly Dicerna Pharmaceuticals, Inc.

and Ampio Pharmaceuticals (NYSE:AMPE).

Buchi has a B.A.

in chemistry from Cornell University and a Masters in Management from Kellogg Graduate School of Management at Northwestern University.

He is also a Certified Public Accountant.

Based on his broad executive experience in the biotechnology industry, we believe Mr.

Buchi has the appropriate skills and qualifications to serve on the Board.

Peter Francis has been a director since February 2006 and was previously Chairman of the Board until October 2017.

Since 1993, Mr.

Francis has been a partner at Francis Abourizk Lightowlers, a firm of commercial and technology lawyers with offices in Melbourne, Australia.

He is a legal specialist in the areas of intellectual property and licensing and provides legal advice to corporations and research bodies.

Francis completed his studies in law and jurisprudence at Monash University.

Based on his substantive intellectual property background and experience with our company, we believe Mr.

Francis has the appropriate skills and qualifications to serve on the Board.

Edward Smith has been a director since April 2020.

Edward brings more than 20 years of experience in executive finance and operations leadership in the biotechnology industry to our Board.

Edward presently serves as Chief Financial Officer of Reunion Neuroscience, a private, clinical stage pharmaceutical company focused on developing novel therapeutics for depressive disorders.

Prior to that, he served as Chief Financial Officer and took public LAVA Therapeutics N.V.

LVTX), a clinical stage pharmaceutical company focused on developing novel immuno-oncology therapeutics, and prior to that served as Chief Financial Officer at Marinus Pharmaceuticals, Inc.

MRNS), a clinical-stage pharmaceutical company focused on developing and commercializing innovative therapeutics to treat patients suffering from rare seizure disorders and of PolyMedix, Inc.

PYMX), a clinical stage pharmaceutical company focused on developing a novel class of antibiotics for the treatment of infectious diseases.

Prior to that, he was executive director of finance at InKine Pharmaceutical Company, Inc.

PYMX), where he assisted with its acquisition by Salix Pharmaceuticals, Inc.

Earlier in his career, he held various positions in public accounting, most recently in the audit practice at Deloitte.

Based on his extensive finance and operations background in the biotechnology industry, we believe Mr.

Smith has the appropriate skill and qualifications to serve on the Board.

There are no family relationships among any of our directors or executive officers and no arrangements or understandings with major shareholders, customers, suppliers or others pursuant to which any of our directors or members of senior management was selected as such, except Dr.

Banks was appointed by Nant Capital as a Director in October 2016 following the acquisition by Nant Capital, LLC of a significant percentage of Benitec’s then- outstanding ordinary shares.

The business addresses for each of our directors and executive officers is 3940 Trust Way, Hayward, California 9454.

Classified Board of Directors

The Company’s business and affairs are managed under the direction of the Board.

The Board currently consists of five directors, comprising the Company’s Chief Executive Officer, Executive Director and three outside directors.

The Board has determined that five directors, three of whom are independent, is the appropriate size for the Company.

The number of directors is fixed from time to time by resolution of the Board pursuant to the Company’s amended and restated certificate of incorporation (the “Certificate”).

Each of the Company’s current directors will continue to serve as a director until the election and qualification of his or her successor, or until his or her earlier death, resignation, or removal.

The Company’s Certificate provides that the Board is divided into three classes with staggered three-year terms.

Only one class of directors is elected at each annual meeting of stockholders, with the other classes continuing for the remainder of their respective terms.

The Board is designated as follows:

Smith is a Class I director, and his current term will expire at the annual meeting of stockholders to be held in 2023;

Buchi and Francis are Class II directors, and their current terms will expire at the annual meeting of stockholders to be held in 2024;

Banks and Ms.

Boston are Class III directors, and their current terms will expire at the annual meeting of stockholders to be held in 2025.

Any additional directorships resulting from an increase in the number of directors will be distributed among the three classes so that, as nearly as possible, each class will consist of one-third of the Company’s directors.

Board Committees

The Board currently has, and appoints the members of, a standing Audit Committee, Compensation Committee, and Nominating and Corporate Governance Committee.

Each of those committees has a written charter approved by the Board.

The current charter for each standing Board committee is posted under “Governance” in the Investor Relations section of the Company’s website, www.benitec.com.

The Board determined that each of Messrs.

Buchi, Francis and Smith is independent under the Nasdaq listing standards, and Rule 10A-3 under the Exchange Act.

Pursuant to Rule 10A-3(b)(1)(iv)(A)(2) under the Exchange Act, the Company’s audit committee consists entirely of independent directors.

Audit Committee :

Buchi (Chairman), Francis and Smith.

The purpose of the Audit Committee is to assist the board in fulfilling its oversight responsibilities with respect to (i) the integrity of the Company’s financial statements, (ii) the Company’s compliance with legal and regulatory requirements, and (iii) the independent auditors’ qualifications, independence and performance.

The Audit Committee is also responsible for preparing a report to be included in the Company’s annual proxy statement, advising and consulting the management and the Board regarding the Company’s financial affairs, and appointing, overseeing and approving compensation for the work of the Company’s independent auditors.

Our Board has determined that Messrs.

Buchi, Francis and Smith each meet the independence requirements of Rule 10A-3 under the Exchange Act and the applicable Nasdaq rules.

Our Board has determined that Mr.

Smith is an “audit committee financial expert” as defined by applicable SEC rules and has the requisite financial sophistication as defined under the applicable Nasdaq rules.

Compensation Committee:

The Compensation Committee establishes and administers the Company’s policies, programs and procedures for compensating and providing benefits to its executives and Board.

The Compensation Committee’s responsibilities and duties are set forth in the Compensation Committee Charter (a copy of the Compensation Committee Charter is available on the Company’s website at https://ir.benitec.com/corporate-governance/ governance-documents).

The Compensation Committee’s responsibilities specifically include reviewing and approving the goals and objectives relevant to the chief executive officer’s and other executive officers’ compensation, evaluating the performance of the chief executive officer and other executive officers in light of those goals and objectives, and making recommendations to the Board with respect to non-employee director compensation.

The Compensation Committee is also responsible for making recommendations to the Board with respect to incentive compensation plans and equity-based incentive compensation plans.

Our Compensation Committee met four times during the last fiscal year.

The current members of our Compensation Committee are Messrs.

Francis (Chairman), Buchi and Smith.

Our Board has determined that all members of our Compensation Committee are “independent” as defined under the rules of the SEC and the listing standards of Nasdaq.

No member of our Compensation Committee is or has been our current or former officer or employee.

None of our executive officers served as a director or a member of a compensation committee (or other committee serving an equivalent function) of any other entity, one of whose executive officers served as a director or member of our Compensation Committee during the fiscal year ended June 30, 2022.

Role of Compensation Consultant

In 2021, the Compensation Committee retained Radford (AON) (“Radford”) to provide advice to the Compensation Committee with respect to the compensation of our non-employee directors and executive officers.

Radford also provided advice with respect to the amendment of the Company’s 2020 Equity and Incentive Compensation Plan, the Company’s peer group, certain governance matters, and market trends.

In March 2023, Radford (AON) (“Radford”) undertook a review of the executive equity compensation program.

Radford provided advice on the methodology and prepared a competitive assessment with regards to executive compensation.

Nominating and Corporate Governance Committee :

Francis (Chairman), Buchi and Smith.

The Nominating and Corporate Governance Committee manages all aspects of the governance of the Company’s Board.

The Committee’s responsibilities include identifying individuals qualified to become members of the Board, recommending candidates to fill Board vacancies and newly created director positions, recommending whether incumbent directors should be nominated for re-election upon the expiration of their terms, recommending corporate governance guidelines applicable to the Board and to the Company’s employees, overseeing the evaluation of the Board and its committees, and assessing and recommending Board members to the Board for committee membership.

Code of Ethics and Business Conduct

We have established a Code of Ethics and Business Conduct as of April 14, 2020, which sets out the standards of behavior that apply to every aspect of our dealings and relationships, both within and outside the company.

The following standards of behavior apply to all directors, executive officers and employees of the company:

comply with all laws that govern us and our operations;

act honestly and with integrity and fairness in all dealings with others and each other;

avoid or manage conflicts of interest;

use our assets responsibly and in the best interests of the company;

be responsible and accountable for our actions.

The Code of Ethics and Business Conduct is available on our website at www.benitec.com.

Any amendments made to the Code of Ethics and Business Conduct will also be available on our website, within four business days of any such amendment.

Hedging and Pledging Policy

Employees (including officers) and directors of the Company are prohibited from entering into hedging transactions with respect to the Company’s securities, or engaging in transactions with respect to the Company’s securities that are of a speculative nature, including, but not limited to, put or call options, margining Company securities, or otherwise pledging Company securities as collateral.

Executive Compensation.

The information required by this item with respect to our directors and executive officers will be contained in the Proxy Statement under the caption “Our Management” and is incorporated herein by reference.

The information required by this item with respect to our corporate governance will be contained in the Proxy Statement under the caption “Corporate Governance and Board Meetings and Committees” and is incorporated herein by reference.

If required, the information regarding compliance with Section 16(a) of the Exchange Act is to be included in the section entitled “Delinquent Section 16(a) Reports.”

We have adopted a written Code of Ethics and Business Conduct (“Code of Conduct”) that applies to all officers, directors and employees, including our principal executive officer, principal financial officer, principal accounting officer or controller, or persons performing similar functions.

The Code of Conduct is available on our website at www.benitec.com.

If we make any substantive amendments to the Code of Conduct or grant any waiver from a provision of the Code of Conduct to any executive officer or director, we will promptly disclose the nature of the amendment or waiver on our website in lieu of filing such waiver or amendment in a Current Report on Form 8-K.

Executive Compensation.

As a “smaller reporting company” we have opted to comply with the scaled executive compensation disclosure rules applicable to “smaller reporting companies” (as such term is defined under applicable securities laws).

Our named executive officers, or our “NEOs”, for the fiscal year ended June 30, 2023 were Dr.

Banks, our Executive Chairman and Chief Executive Officer, and Megan Boston, our Executive Director.

The Company’s named executive officer compensation program is designed to incentivize our named executive officers to grow our business and further link the interests of our named executive officers with our stockholders.

We provide our named executive officers with an annual base salary as a fixed, stable form of compensation, certain cash incentive opportunities as noted below to reward achievement of short-term goals, and, in prior fiscal years, we have granted our named executive officers stock options with multi-year vesting schedules to further align their compensation with our stockholders’ long-term interests.

We have also entered into employment agreements with our named executive officers that provide for a fixed notice period in connection with certain terminations of employment.

The employment agreements and our named executive officer compensation program generally are described in greater detail below under the heading “ Narrative Disclosure to Summary Compensation Table ”.

The discussion of our compensation program prior to the completion of the re-domiciliation of Benitec Limited (“ Limited ”), resulting in the Company becoming the ultimate parent company of the Benitec group of companies (the “ Re-Domiciliation ”) reflects the compensation program of Limited, and of the Company for periods following the completion of the Re-Domiciliation.

This discussion may contain forward-looking statements that are based on our current plans, considerations, expectations and determinations regarding future compensation programs.

Summary Compensation Table

The following table sets forth information regarding compensation earned by our NEOs during the fiscal year ended June 30, 2023 and the fiscal year ended June 30, 2022:

Named Executive Officer and Principal Position

Executive Chairman and Chief Executive Officer

Executive Director

Boston’s salary was paid in Australian dollars and has been converted to U.S.

dollars using a conversion rate of A$1.00 to $0.673, and A$1.00 to $0.73, for the fiscal years ended June 30, 2023 and June 30, 2022, respectively.

From July 1, 2022 through September 30, 2022, Dr.

Banks’s and Ms.

Boston’s salary was $520,000 and $333,427.50 (Ms.

Boston’s salary was converted using a conversion rate of A$1.00 to $0.73), respectively.

As of October 1, 2022, Dr.

Banks’s and Ms.

Boston’s annual base salary rate was increased to $546,000 and $A456,750 ($333,427.50, converted using a conversion rate of A$1.00 to $0.73), respectively.

In respect of the fiscal year ended June 30, 2022, the Compensation Committee paid discretionary annual bonuses to Dr.

Banks and Ms.

The amount of such bonuses was paid in the fiscal year ended June 30, 2023.

The amount of cash bonuses earned in respect of the fiscal year ended June 30, 2023 is not calculable through the latest practicable date.

The Compensation Committee expects to determine such bonuses in October 2023, and the amounts of these bonuses will be disclosed in a filing by the Company in a Current Report on Form 8-K under Item 5.02(f) once the amounts are determined.

Amount represents the aggregate grant date fair value of stock and option awards granted by the Company in the fiscal year ended June 30, 2023, computed in accordance with FASB ASC Topic 718.

For further information on how we account for stock-based compensation, see Note 10 to the Company’s consolidated financial statements for the year ended June 30, 2023, included in this Annual Report.

These amounts reflect the Company’s accounting expense for these awards and do not correspond to the actual amounts, if any, that will be recognized by the NEOs.

Boston’s discretionary annual bonus was paid in Australian dollars and has been converted to U.S.

dollars using a conversion rate of A$1.00 to $0.673 and A$1.00 to $0.73, for the fiscal years ended June 30, 2023 and June 30, 2022, respectively.

Amounts reflect company-paid health and life insurance premiums.

Amounts reflect the Company’s compulsory contributions to Ms.

Boston’s superannuation account.

The superannuation contributions were paid in Australian dollars and were converted to U.S.

dollars using a conversion rate of A$1.00 to $0.673, and A$1.00 to $0.73, for the fiscal years ended June 30, 2023 and June 30, 2022.

Narrative Disclosure to Summary Compensation Table

Annual Base Salary

We use base salaries to recognize the experience, skills, and responsibilities required of all of our employees, including our NEOs.

Base salaries are reviewed annually by our Board.

On October 12, 2022, the Compensation Committee approved increases of Dr.

Banks’ and Ms.

Boston’s annual base salaries to $546,000 and $333,427.50, respectively, each effective as of October 1, 2022 (Ms.

Boston’s salary as reported on Form 8-K has been converted from AUD $1.00 to USD $0.73, and is $287,752.50 using a conversion rate of AUD $1.00 to USD $0.63, which was the conversion rate as of October 12, 2022).

Bonus Compensation

We have historically awarded our NEOs annual discretionary bonuses.

For the fiscal year ended June 30, 2022, the Compensation Committee paid discretionary bonuses to our NEOs which were based on a target of 50% and 40% of base salary for each of Dr.

Banks and Ms.

Boston, respectively.

The actual annual cash bonuses awarded to our NEOs for fiscal year ended June 30, 2022 performance are set forth above in the “Summary Compensation Table” in the column titled “Bonus.”

In respect of the fiscal year ended June 30, 2023, target annual bonuses for each of Dr.

Banks and Ms.

Boston remained unchanged, at 50% and 40% of annual base salary, respectively.

The actual amount of annual discretionary bonuses for the fiscal year ended June 30, 2023 is not calculable through the latest practicable date.

Equity or Equity-Linked Incentive Awards

Although we do not have a formal policy with respect to the grant of equity incentive awards to our NEOs, we believe that equity grants provide our NEOs with a strong link to our long-term performance, create an ownership culture and help to align the interests of our NEOs and our stockholders.

On December 9, 2020, the Company’s stockholders approved the Company’s 2020 Equity and Incentive Compensation Plan (the “2020 Plan”).

Our Compensation Committee has granted stock options to our NEOs, which have historically been subject to time-based vesting, vesting in increments of one-third on each of the first, second and third anniversaries of the applicable grant date, generally subject to the applicable NEO’s continued employment through the vesting date.

We believe that equity grants with a time-based vesting feature promote executive retention because this feature incentivizes our NEOs to remain in our employment during the vesting period.

On June 13, 2023, the Compensation Committee approved the grant to each of Dr.

Banks and Ms.

Boston, of nonqualified stock options to purchase 20,994 and 9,000 shares (reflective of the Reverse Stock Split), respectively, of the Company’s common stock pursuant to the 2020 Plan.

The stock options vest in increments of one-third on each of the first, second and third anniversaries of the applicable grant date.

If an NEO dies or terminates employment or service due to Disability (as defined in the 2020 Plan), the NEO generally has 12 months to exercise their vested options or the options are cancelled.

If an NEO otherwise leaves the Company, other than for a termination by the Company for Cause (as defined in the 2020 Plan), the NEO generally has 90 days to exercise their vested options or the options are cancelled.

Upon the consummation of a Change in Control (as defined in the 2020 Plan), all unvested stock options will immediately vest as of immediately prior to the Change in Control.

Employment Agreements with our NEOs.

We are a party to employment agreements with each of our NEOs.

These employment agreements provide for “at will” employment and may be terminated at any time.

Employment Agreement with Dr.

In September 2018, Tacere Therapeutics, Inc., a subsidiary of the Company, entered into an employment agreement with Dr.

Banks setting forth the terms of his employment as Executive Chairman and Chief Executive Officer of Limited.

In connection with the Re-Domiciliation, Dr.

Banks was appointed Executive Chairman and Chief Executive Officer of the Company.

The agreement provides for Dr.

Banks’ employment and sets forth his (i) annual base salary, (ii) discretionary annual bonus, (iii) eligibility to participate in employee benefit plans, (iv) eligibility for accrued paid vacation, (v) expense reimbursements in accordance with Company policy, (vi) eligibility to participate in the Company’s Share Option Plan (as defined below), (vii) post-employment obligations to refrain from soliciting our employees for one year following the end of employment, and (viii) certain non-disparagement obligations.

Banks’ employment agreement also provides for confidentiality of information and ownership of proprietary property restrictions.

Pursuant to the employment agreement, Dr.

Banks’ employment is “at will” and can be terminated at any time.

However, the Company must provide Dr.

Banks with at least six months’ prior notice (or pay in lieu of notice) prior to any termination.

Banks may terminate his employment on no fewer than six months’ prior written notice to the Company.

Notwithstanding any provisions in the employment agreement, the Company may terminate Dr.

Banks’ employment immediately without prior notice to Dr.

Banks if he (a) commits any serious or persistent breach of any of the provisions of the employment agreement, (b) commits any act of willful or serious misconduct or negligence in the discharge of his duties, (c) becomes of unsound mind or under the control of any committee or officer under any law relating to mental health, (d) is convicted of a felony, which in our reasonable opinion affects Dr.

Banks’ position, or (e) becomes permanently incapacitated by accident or illness from performing duties under the employment agreement for a period aggregating more than three months in any six-month period, or for any period beyond three consecutive months.

Employment Agreement with Megan Boston

In July 2018, Limited entered into an employment agreement with Megan Boston for the position of Executive Director.

In connection with entering into the employment agreement, Ms.

Boston ceased serving as a Non-Executive Director of the Company.

Boston remains on the Board as an Executive Director.

The employment agreement provides for Ms.

Boston’s employment and sets forth her (i) annual base salary, (ii) discretionary annual bonus, (iii) superannuation contribution, (iv) eligibility for accrued paid vacation, (v) expense reimbursements in accordance with Company policy, and (vi) post-employment obligations to refrain from soliciting our employees for one year following the end of employment.

Boston’s employment agreement also provides for confidentiality of information and ownership of proprietary property restrictions.

Pursuant to the employment agreement, Ms.

Boston’s employment is “at will” and can be terminated at any time.

However, the Company must provide Ms.

Boston with at least six months’ prior notice (or pay in lieu of notice) prior to any termination.

Boston may terminate her employment on no fewer than six months’ prior written notice.

Notwithstanding any provisions in the employment agreement, the Company may terminate Ms.

Boston’s employment immediately without prior notice to Ms.

Boston if she (a) commits any serious or persistent breach of any of the provisions of the employment agreement, (b) commits any act of willful or serious misconduct or negligence in the discharge of her duties, (c) becomes bankrupt or makes any arrangement or composition with her creditors, (d) becomes of unsound mind or under the control of any committee or officer under any law relating to mental health, (e) is convicted of any criminal offense other than an offense which in our reasonable opinion does not affect Ms.

Boston’s position, or (f) becomes permanently incapacitated by accident or illness from performing her duties under the employment agreement for a period aggregating more than three months in any six-month period, or any period beyond three consecutive months.

Outstanding Equity Awards at Fiscal Year-End

The following table sets forth information regarding outstanding equity or equity-linked awards for each of our NEOs as of June 30, 2023.

All amounts are reflective of the Company’s 1-for-17 reverse stock split of the shares of Common Stock, effective July 26, 2023 (the “Reverse Stock Split”).

Option Awards

Named Executive Officer

Unexercisable

6/13/2023(1)(2)

Executive Chairman and Chief Executive Officer

12/9/2020(1)(2)

6/13/2023(1)(2)

Executive Director

12/9/2020(1)(2)

3/12/2019(2)(3)

The option awards were granted under the 2020 Plan.

The shares subject to each of the option awards vest in substantially equal installments on each of the first, second and third anniversaries of the grant date, generally subject to continued employment through the applicable vesting date.

The option awards were granted under the Benitec Officers’ and Employees’ Share Option Plan prior to the Re-Domiciliation (the “ Share Option Plan ”).

The share amounts and exercise prices of the awards shown in this table have been adjusted to reflect the terms of the Re-Domiciliation.

Other Elements of Compensation

Other Benefits and Perquisites

We offer participation in broad-based retirement, health and welfare plans to all of our colleagues, including our NEOs.

We maintain a tax-qualified defined contribution retirement plan that provides eligible U.S.

employees (including Dr.

Banks) with an opportunity to save for retirement on a tax-advantaged basis.

Plan participants are eligible to defer eligible compensation subject to applicable annual Internal Revenue Code limits.

plan is intended to be qualified under Section 401(a) of the Internal Revenue Code with the 401(k) plan’s related trust intended to be tax exempt under Section 501(a) of the Internal Revenue Code.

As a tax-qualified retirement plan, contributions to the 401(k) plan and earnings on those contributions are not taxable to the employees until distributed from the 401(k) plan.

We contribute to the Australian superannuation scheme that provides eligible Australian employees (including Ms.

Boston) with an opportunity to save for retirement on a tax-advantaged basis.

We pay superannuation in accordance with legislative requirements and our minimum contribution is set by legislation.

We offer flexibility for salary sacrifice to be added to the superannuation scheme and any actual increase in our contribution to the superannuation scheme is subject to legislative rules at the time.

Termination or Change in Control Benefits

The employment agreements with our NEOs provide for specified notice periods (or pay in lieu of notice) if the Company terminates the employment of our NEOs under certain circumstances, as described above in the “Employment Agreements with our NEOs” section.

Upon the consummation of a Change in Control (as defined in the 2020 Plan), all unvested stock options granted pursuant to the 2020 Plan will immediately vest as of immediately prior to the Change in Control.

Our NEOs are not eligible to receive any additional payments or benefits in connection with their termination of employment or in connection with the Company’s change in control.

Pay Versus Performance Disclosure

As required by Item 402(v) of Regulation S-K, which was mandated by Section 953(a) of the Dodd-Frank Act, we are providing the following information about the relationship between “compensation actually paid” to our principal executive officer (“PEO”) and average “compensation actually paid” (“CAP”) to each of our NEOs and the financial performance of the Company for the Company’s fiscal years ended June 30, 2023 (“Fiscal 2023”) and June 30, 2022 (“Fiscal 2022”), in each case calculated in a manner consistent with SEC rules.

Actually Paid

Initial Fixed

The PEO reflected in these columns for Fiscal 2023 and Fiscal 2022 is Dr.

CAP to our PEO and Non-PEO NEO (Megan Boston, our Executive Director) is calculated based on the “Total Compensation” reported in the Summary Compensation Table (“SCT”) for each of the applicable fiscal years, adjusted to exclude and include certain items in accordance with Item 402(v) of Regulation S-K as follows.

PEO SCT Total to CAP Reconciliation:

Additions to SCT Total (ii)

Fair Value of

Equity Awards

Change in Value

of Prior Years’

Awards Unvested

Change in Value

of Prior Years’

Vested in Fiscal

Average Non-PEO NEOs SCT Total to CAP Reconciliation:

(“SCT”) Total

Additions to SCT(ii)

Fair Value of

Equity Awards

Change in Value

of Prior Years’

Awards Unvested

Change in Value

of Prior Years’

Vested in Fiscal

Represents the grant date fair value of equity-based awards granted each year as reported in the Summary Compensation Table for the applicable fiscal year.

The fair values of equity compensation, including such amounts described in the tables above, are calculated in accordance with FASB ASC Topic 718.

All assumptions made in the valuations are contained and described in Note 10 to the Company’s consolidated financial statements for the year ended June 30, 2023 included in this Annual Report.

We did not report a change in pension value for any of the years reflected in this table because the Company does not maintain a defined benefit or actuarial pension plan and therefore a deduction from SCT related to such pension plans is not needed.

Reflects the value of equity calculated in accordance with the SEC methodology for determining CAP for each year shown.

The fair values of equity compensation, including such amounts described in the tables below, are calculated in accordance with FASB ASC Topic 718.

The amounts shown in the table reflect the total fair value on the applicable date(s) listed in the table above, and do not necessarily reflect the actual value, if any, that may be realized by the PEO.

The non-PEO NEO reflected in these columns, and our only non-PEO for the covered fiscal years, is Megan Boston (Executive Director)

Represents cumulative total return to holders of our common stock from June 30, 2021 (the last trading day before Fiscal 2022) through June 30, 2023 (the last trading day of the covered period), calculated from the market close on the last trading day before Fiscal 2022 through and including the end of each applicable fiscal year in the table above for which the total shareholder return is being calculated.

The total shareholder return for each investment assumes that $100 was invested in our common stock and the respective index on June 30, 2021 through June 30, 2023, including reinvestment of any dividends (of which none were paid during this period).

Relationship Between Financial Performance Measures and CAP

In Fiscal 2023, there was an inverse relationship between our total shareholder return compared to our PEO CAP and our average non-PEO NEO CAP, and there was a direct relationship between our net income compared to our PEO CAP and our average non-PEO NEO CAP.

Our total shareholder return decreased by approximately 11% as compared to Fiscal 2022.

Our net income between Fiscal 2022 and Fiscal 2023 decreased by approximately 5%.

Our PEO CAP increased by approximately 343% and our average non-PEO NEO CAP increased by approximately 721%, in each case as compared to Fiscal 2022.

In Fiscal 2022, there was a direct relationship between our total shareholder return and net income, compared to our PEO CAP and average non-PEO NEO CAP, all of which were negative in Fiscal 2022.

Our total shareholder return decreased by approximately 42% as compared to Fiscal 2021.

Our net income between Fiscal 2021 and Fiscal 2022 decreased by approximately 31%.

And our PEO CAP and average non-PEO NEO CAP each decreased by approximately 110% and 104%, respectively, as compared to Fiscal 2021.

DIRECTOR COMPENSATION

The following table shows the total compensation paid to the Company’s directors (other than any such directors who are also NEOs) for the fiscal year ended June 30, 2023.

Peter Francis

For information regarding the compensation of Dr.

Banks and Ms.

Boston, see “Summary Compensation Table.”

Fees paid to Mr.

Francis were paid in Australian dollars and have been converted to U.S.

dollars using a conversion rate of A$1.00 to $0.673 for the fiscal year ended June 30, 2023.

Amount represents the aggregate grant date fair value of stock and option awards granted by the Company in the fiscal year ended June 30, 2023, computed in accordance with FASB ASC Topic 718.

For further information on how we account for stock-based compensation, see Note 10 to the Company’s consolidated financial statements for the year ended June 30, 2023 included in this Annual Report.

These amounts reflect the Company’s accounting expense for these awards and do not correspond to the actual amounts, if any, that will be recognized by the directors.

For information regarding other compensation of all directors, see “Narrative Disclosure to Director Compensation Table.”

For each director, the aggregate number of option awards outstanding at fiscal year-end for the fiscal year ended June 30, 2023 is set forth below.

All amounts below are reflective of the Reverse Stock Split:

Peter Francis

Narrative Disclosure to Director Compensation Table

Upon their appointment as executive officers and employees, Dr.

Banks and Ms.

Boston no longer receive annual fees with respect to their service on the Board.

The annual fees for the fiscal year ended June 30, 2023 paid to our non-employee directors were:

an annual cash retainer of $40,000;

an additional annual cash retainer of $15,000 to the chair of the Audit Committee;

an additional annual cash retainer of $10,000 to the chair of the Compensation Committee;

an additional annual cash retainer of $7,500 to the chair of the Nominating Committee;

an additional annual cash retainer of $7,500 to a non-chair member of the Audit Committee;

an additional annual cash retainer of $5,000 to a non-chair member of the Compensation Committee;

an additional annual cash retainer of $4,000 to a non-chair member of the Nominating Committee.

In addition to the cash fees paid to our non-employee directors, the Board granted each of Messrs.

Buchi, Francis and Smith seven hundred five (705) option awards (reflective of the Reverse Stock Split) on December 7, 2022.

The option awards vest in three substantially equal installments on the day prior to each of the Company’s next three annual stockholder meetings occurring immediately following December 7, 2022.

In addition, the Company makes a superannuation contribution on Mr.

Francis’ behalf in the amount of $5,460.

DIVIDEND POLICY

We never have declared or paid any cash dividends on our capital stock.

Currently, we anticipate that we will retain all available funds for use in the operation and expansion of our business and do not anticipate paying any cash dividends for the foreseeable future.

Any future determination relating to our dividend policy will be made at the discretion of our Board and will depend on our future earnings, capital requirements, financial condition, prospects, applicable Delaware law, which provides that dividends are only payable out of surplus or current net profits, and other factors that our Board deems relevant.

The information required by this item with respect to our compensation of our directors will be contained in the Proxy Statement under the caption “Director Compensation” and is incorporated herein by reference.

The information required by this item with respect to our compensation of our executive officers will be contained in the Proxy Statement under the caption “Executive Compensation” and is incorporated herein by reference.

Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters.

PRINCIPAL STOCKHOLDERS

The following table sets forth certain information regarding the beneficial ownership of the Company’s common stock as of August 25, 2023 (after giving effect to the Reverse Stock Split) by (i) each person or group of persons known by us to beneficially own at least five percent of our common stock, (ii) each of our named executive officers, (iii) each of our directors and (iv) all of our directors and executive officers as a group.

The following table gives effect to the shares of common stock issuable within 60 days of August 25, 2023 upon the exercise of all options and other rights beneficially owned by the indicated stockholders on that date.

Beneficial ownership is determined in accordance with Rule 13d-3 promulgated under Section 13(d) of the Securities Exchange Act and includes voting and investment power with respect to shares.

Percentage of beneficial ownership is based on 2,547,434 shares of common stock outstanding at the close of business on August 25, 2023.

Except as otherwise noted below, each person or entity named in the following table has sole voting and investment power with respect to all shares of our common stock that he, she or it beneficially owns.

Unless otherwise indicated below, the address for each beneficial owner listed is c/o 3940 Trust Way, Hayward, California 94545.

Name of Beneficial Owner

Percentage of Shares

Beneficially Owned

5% or Greater Stockholders:

Entities affiliated with Suvretta Capital Management, LLC(1)

Entities affiliated with Franklin Resources Inc.(2)

Entities affiliated with Janus Henderson Group plc (3)

Entities affiliated with Citadel Securities LLC (4)

Directors and Named Executive Officers:

Megan Boston(6)

Kevin Buchi(7)

Peter Francis(8)

Edward Smith(9)

All Executive Officers and Directors As a Group

(5 persons)(10)

Represents beneficial ownership of less than one percent of the Company’s outstanding common stock.

Based on the information included in the amended Schedule 13G filed by Suvretta Capital Management, LLC (“Suvretta”), Averill Master Fund, Ltd.

(“Averill”) and Aaron Cowen on April 18, 2023, entities affiliated with Suvretta collectively beneficially owned pre-funded warrants exercisable for 177,660 shares of common stock (after giving effect to the Reverse Stock Split).

The pre-funded warrants are only exercisable to the extent that after giving effect to such exercise the holders thereof, their affiliates and any persons who are members of a Section 13(d) group with the holders or their affiliates would beneficially own in the aggregate, for purposes of Rule 13d-3 under the Exchange Act, no more than 9.99% of the outstanding common stock.

The address of the principal business office of Suvretta and Mr.

Cowen is c/o Suvretta Capital Management, LLC, 540 Madison Avenue, 7th Floor, New York, New York 10022.

The address of the principal business office of Averill is c/o Maples Corporate Services Limited, P.O.

Box 309, Ugland House, Grand Cayman KY1-1104, Cayman Islands.

Based on information included in the Schedule 13G filed by Franklin Resources Inc.

(“Franklin Resources”), Charles B.

Johnson, Rupert H.

and Franklin Advisers, Inc.

(“Franklin Advisers”) on October 11, 2022.

The address of the principal business office of Franklin Resources, Mr.

Johnson and Franklin Advisers is One Franklin Parkway, San Mateo, CA 94403-1906.

Based on the information included in the Schedule 13G filed by Janus Henderson Group plc and Janus Henderson Biotech Innovation Master Fund Ltd on August 18, 2023.

The address of the principal business office of Janus Henderson Group plc is 201 Bishopgate, EC2M 3AE, United Kingdom, and the address of the principal business office of Janus Henderson Biotech Innovation Master Fund Ltd is 151 Detroit Street, Denver, Colorado 80206.

Based on the information included in the Schedule 13G filed by Citadel Securities LLC, Citadel Advisors LLC, Citadel Securities Group LP, Citadel Advisors Holdings LP, Citadel Securities GP LLC, Citadel GP LLC, and Kenneth Griffin on August 21, 2023.

The address of the principal business office of each of the forgoing is Southeast Financial Center, 200 S.

Biscayne Blvd., Suite 3300, Miami, Florida 33131.

Represents stock options to acquire 11,150 shares of common stock that have vested or will vest within 60 days of August 25, 2023.

Includes 20 shares of common stock held by Boston Super Invest Pty A/C Boston Family Super and 25,907 shares that are held by Megan Boston that Megan Boston has sole voting power over and stock options to acquire 6,555 shares of common stock that have vested or will vest within 60 days of August 25, 2023.

Includes 52,097 shares of common stock held directly by Mr.

Buchi and stock options to acquire 1,160 shares of common stock that have vested or will vest within 60 days of August 25, 2023.

Includes 279 shares of common stock held by the Francis Family Superannuation Fund, 18 shares of common stock held directly by Mr.

Francis, and stock options to acquire 1,160 shares of common stock that have vested or will vest within 60 days of August 25, 2023.

Represents stock options to acquire 1,160 shares of common stock that have vested or will vest within 60 days of August 25, 2023.

Includes 78,321 shares of common stock and stock options to acquire 21,185 shares of common stock that have vested or will vest within 60 days of August 25, 2023.

The information required by this item will be contained in the Proxy Statement under the caption “Voting Securities of Principal Stockholders and Management” and is incorporated herein by reference.

Certain Relationships and Related Transactions, and Director Independence.

The Company has not had been a participant since July 1, 2021 in a transaction in which the amount involved exceeded or will exceed the lesser of $120,000 or one percent of the average of the Company’s total assets at year-end for the last two completed fiscal years, and in which any of our directors, executive officers or, to our knowledge, beneficial owners of more than 5% of our capital stock or any member of the immediate family of any of the foregoing persons had or will have a direct or indirect material interest, other than equity and other compensation, termination, change in control and other arrangements, which are described under “Executive and Director Compensation.” We also describe below certain other transactions with our directors, executive officers and stockholders.

Review and approval of related party transactions

Our related parties include our directors, director nominees, executive officers, holders of more than five percent of the outstanding shares of our common stock and the foregoing persons’ immediate family members.

We review relationships and transactions in which the Company and our related parties are participants to determine whether such related persons have a direct or indirect material interest.

As required under SEC rules, transactions that are determined to be directly or indirectly material to a related party are disclosed in the appropriate SEC filing.

In addition, the Audit Committee reviews and approves any related party transaction that is required to be disclosed.

Set forth below is information concerning transactions with our related parties that is required to be disclosed under SEC rules.

Indemnification and Severance Agreements

We have entered into indemnification agreements with our directors and executive officers which require us to indemnify such individuals to the fullest extent permitted by Delaware law.

Our indemnification obligations under such agreements are not limited in amount or duration.

Certain costs incurred in connection with such indemnities may be recovered under certain circumstances under various insurance policies.

Given that the amount of any potential liabilities related to such indemnities cannot be determined until a lawsuit has been filed against a director or executive officer, we are unable to determine the maximum amount of losses that we could incur relating to such indemnities.

Historically, any amounts payable pursuant to such director and officer indemnities have not had a material negative effect on our business, financial condition or results of operations.

The information required by this item will be contained in the Proxy Statement under the caption “Certain Relationships and Related Party Transactions” and “Corporate Governance and Board meetings and Committees” and is incorporated herein by reference.

Principal Accountant Fees and Services.

The following table sets forth the aggregate fees billed to the Company for services during the fiscal years ended June 30, 2023 and 2022 by our independent registered public accounting firm, Baker Tilly US, LLP (“Baker Tilly”):

Audit Fees(1)

Audit Related Fees(2)

Audit Fees consist of fees billed for professional services rendered for the audit of the Company’s consolidated annual financial statements included in the Company’s Annual Report on Form 10-K and review of the interim consolidated financial statements included in the Company’s Quarterly Reports on Form 10-Q, and services that are normally provided by independent registered public accounting firms in connection with statutory and regulatory filings or engagements.

Audit-Related Fees consist of fees billed for assurance and related services rendered that are reasonably related to the performance of the audit or review of the Company’s consolidated financial statements and are not reported under “Audit Fees.”

Tax Fees were billed for professional services including assistance with tax compliance and the preparation of tax returns, tax consultation services, assistance in connection with tax audits and tax advice related to mergers, acquisitions and dispositions.

Pre-Approval Policies

The Audit Committee, or a designated member thereof, pre-approves 100% of all audit, audit-related, tax and other services rendered by the independent registered public accounting firm to the Company or its subsidiaries.

The information required by this item will be contained in the Proxy Statement under the caption “Ratification of Appointment of Independent Registered Public Accounting Firm” and is incorporated herein by reference.

Exhibits and Financial Statement Schedules.

27 unchanged sentences

(incorporated by reference to Exhibit 4.3 to the Registrant’s Form 8-K filed on August 11, 2023)

Form of Pre-Funded Warrant (incorporated by reference to Exhibit 4.1 to the Registrant’s Current Report on Form 8-K filed on April 18, 2024)

Description of Registrant’s Securities (incorporated by reference to Exhibit 4.3 to the Registrant’s Form 10-K filed on September 20, 2021)

10 unchanged sentences

Research Collaboration Agreement, dated January 27, 2017, between Benitec Biopharma Limited and Nant Capital, LLC (incorporated by reference to Exhibit 10.3 to the Registration Statement on Form F-3 of the Registrant filed with the SEC on June 1, 2017)

Form of Securities Purchase Agreement, dated September 30, 2019, between Benitec Biopharma Limited and the Purchasers (incorporated by reference to Exhibit 99.2 to Form 6-K of Benitec Biopharma Limited (File No.

001-37518) filed with the SEC on September 30, 2019)

Form of Indemnification Agreement (incorporated by reference to Exhibit 10.1 to the Registrant’s Form 8-K filed on April 15, 2020)

7 unchanged sentences

2020 Equity and Incentive Compensation Plan, dated as of December 8, 2021 (incorporated by reference to Appendix A to the Registrant’s Definitive Proxy Statement on Schedule 14A filed on October 22, 2021)

Second Amendment to Benitec Biopharma Inc.

2020 Equity and Incentive Compensation Plan, dated as of December 6, 2023 (incorporated by reference to Appendix A to the Registrant’s Definitive Proxy Statement on Schedule 14A filed on October 20, 2023)

Third Amendment to Benitec Biopharma Inc.

2020 Equity and Incentive Compensation Plan, dated as of August 29, 2024 (incorporated by reference to Appendix A to the Registrant’s Definitive Proxy Statement on Schedule 14A filed on July 29, 2024)

Form of Evidence of Award of Option Right Pursuant to the Benitec Biopharma Inc.

2 unchanged sentences

2020 Equity Incentive and Compensation Plan (Non-Employee Directors) (incorporated by reference to Exhibit 10.2 to the Registrant’s Form 8-K filed on December 15, 2020)

Underwriting Agreement, dated September 12, 2022, by and between Benitec Biopharma Inc.

and Citizens JMP Securities, LLC (incorporated by reference to Exhibit 1.1 to the Registrant’s Form 8-K filed on September 16, 2022)

Underwriting Agreement, dated August 8, 2023, by and between Benitec Biopharma Inc.

and Citizens JMP Securities, LLC (incorporated by reference to Exhibit 1.1 to the Registrant’s Form 8-K filed on August 11, 2023)

Securities Purchase Agreement, dated April 17, 2024 (incorporated by reference to Exhibit 10.1 to the Registrant’s Form 8-K filed on April 19, 2024)

Registration Rights Agreement, dated April 22, 2024, by and between Benitec Biopharma Inc.

and each of the purchasers signature thereto (incorporated by reference to Exhibit 10.2 to the Registrant’s Quarterly Report on Form 10-Q filed on May 13, 2024)

Form of Voting Commitment Agreement (incorporated by reference to Exhibit 10.3 to the Registrant’s Form 8-K filed on April 19, 2024)

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 Registrant’s Quarterly Report on Form 10-Q filed on May 13, 2024)

Insider Trading Policy

List of significant subsidiaries

18 unchanged sentences

Not applicable.

Pursuant to the requirements of Section 13 or 15(d) 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, in the city of Hayward, State of California, on the 21st day of September 2023.

BENITEC BIOPHARMA INC.

18 unchanged sentences

September 26, 2024

/s/ Kishan (“Kishen”) Mehta

Kishan (“Kishen”) Mehta

September 26, 2024

Compared sentence by sentence after normalising whitespace, quotation marks, case and digits, so re-formatting and restated figures do not read as changed language. Wording changes appear as one removal and one addition. The current filing and the prior one are authoritative.

What changed 10-K

Item 9A. Controls and Procedures