What changed in this filing

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Item 8. Financial Statements and Supplementary Data

2025-09-22 compared with 2024-09-26 · 705 added, 350 removed, 411 unchanged (72% of the section changed)

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We have audited the accompanying consolidated balance sheets of Benitec Biopharma Inc.

(the “Company”) as of June 30, 2024 and 2023, the related consolidated statements of operations and comprehensive loss, stockholders’ equity and cash flows, for the years ended June 30, 2024 and 2023, and the related notes (collectively referred to as the “consolidated financial statements”).

In our opinion, the consolidated financial statements present fairly, in all material respects, the financial position of the Company as of June 30, 2024 and 2023, and the results of its operations and its cash flows for the years then ended, in conformity with accounting principles generally accepted in the United States of America.

(the “Company”) as of June 30, 2025 and 2024, the related consolidated statements of operations and comprehensive loss, stockholders’ equity and cash flows, for each of the two years in the period ended June 30, 2025, and the related notes (collectively referred to as the “consolidated financial statements”).

In our opinion, the consolidated financial statements present fairly, in all material respects, the financial position of the Company as of June 30, 2025 and 2024, and the results of its operations and its cash flows for each of the two years in the period ended June 30, 2025, in conformity with accounting principles generally accepted in the United States of America.

Basis for Opinion

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Critical Audit Matter

The critical audit matter communicated below is a matter arising from the current period audit of the financial statements that was communicated or required to be communicated to the audit committee and that:

(1) relates to accounts or disclosures that are material to the financial statements and (2) involved our especially challenging, subjective, or complex judgments.

The communication of critical audit matters does not alter in any way our opinion on the financial statements, taken as a whole, and we are not, by communicating the critical audit matter below, providing separate opinions on the critical audit matter or on the accounts or disclosures to which it relates.

Accrued Research and Development Costs

As discussed in Notes 2 and 8 to the consolidated financial statements, the Company records expenses for research and development activities based on management’s estimates of services received and efforts expended pursuant to contracts with vendors that conduct research and development on the Company’s behalf.

financial terms vary from contract to contract and may result in uneven payment flows as compared with services performed.

As a result, the Company is required to estimate research and development expenses incurred during the period, which impacts the amount of accrued expenses related to such costs as of each balance sheet date.

Management makes significant judgments and estimates in determining the accrued balance at the end of each reporting period.

We identified the evaluation of research and development accrued costs as a critical audit matter.

The Company’s estimates are based on a number of factors, including the Company’s knowledge of the status of each of the research and development project milestones, and contract terms together with related executed change orders.

Higher degree of auditor judgment was required in evaluating the results of our audit procedures regarding the Company’s estimates, because of the subjectivity and estimation uncertainty in the significant assumptions used in the calculation.

How We Addressed the Matter in Our Audit

The primary procedures we performed to address this critical audit matter included:

Obtaining an understanding of the Company’s process for estimating the amount of accrued costs incurred by the contract research organizations and contract manufacturing organizations (the “R&D service providers”).

Inquiring with Company personnel responsible for overseeing the research and development activities to understand progress of the activities completed to date for selected R&D service providers.

Obtaining external confirmations for select R&D service providers as to the completion status for billed and unbilled services and comparing responses to management’s accrual estimates.

Performing an analysis of the accuracy of the calculation of estimated accrual and R&D expenses by comparing totals at year end to the actual amounts that were invoiced by the third-party R&D service providers and paid by the Company for selected R&D service providers.

Comparing the Company’s estimate of costs incurred as of year-end

to a selection of cash disbursements and third-party invoices received after year-end

but prior to the issuance of the Company’s financial statements to assess the completeness of the accruals.

/s/ Baker Tilly US, LLP

Critical audit matters are matters arising from the current period audit of the financial statements that were communicated or required to be communicated to the audit committee and that:

(1) relate to

accounts or disclosures that are material to the financial statements and (2) involved our especially challenging, subjective, or complex judgments.

We determined that there are no critical audit matters.

We have served as the Company’s auditor since 2020.

San Jose, California

San Diego, California

September 22, 2025

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Current assets:

Cash and cash equivalents

Restricted cash

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Total current liabilities

Non-current accrued employee benefits

accrued employee benefits

Lease liabilities, less current portion

Total liabilities

Commitments and contingencies (Note 12)

Stockholders’ equity:

Preferred stock, $ 0.0001 par value— 5,000,000 shares authorized;

no shares issued and outstanding at June 30, 2025 and 2024, respectively

Common stock, $ 0.0001 par value— 160,000,000 shares authorized;

10,086,119 and 1,671,485 shares issued and outstanding at June 30, 2024 and 2023, respectively

26,250,469 shares and 10,086,119 shares issued and outstanding at June 30, 2025 and 2024, respectively

Additional paid-in

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(in thousands, except share and per share amounts)

Year Ended June 30,

Revenues from customers

Operating expenses

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Other expense, net

Gain on extinguishment of liabilities

Unrealized loss on investment

Total other income (loss), net

Other comprehensive income (loss):

Other comprehensive income:

Unrealized foreign currency translation gain (loss)

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Total comprehensive loss

Deemed dividend

Net loss attributable to common stockholders

Deemed dividends

Net loss attributable to common shareholders

Net loss per share:

Basic and diluted

Weighted-average shares outstanding:

Weighted average number of shares outstanding:

basic and diluted

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Balance at June 30, 2023

Issuance of common stock and pre-funded warrants sold for cash, net of offering costs of $ 1,869

Exercise of pre-funded warrants

Share-based compensation

Foreign currency translation gain

Balance at June 30, 2023

Issuance of common stock, pre-funded

warrants, and common warrants sold for cash, net of offering costs of $ 2,964

Issuance of common stock and pre-funded warrants sold for cash, net of offering costs of $ 2,928

warrants, and

common warrants sold for cash, net of offering costs

Issuance of common stock and pre-funded

warrants sold

for cash, net of offering costs of $ 2,928

Exercise of pre-funded

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Share-based compensation

Foreign currency translation loss

Balance at June 30, 2024

Issuance of common stock and pre-funded

warrants sold

for cash, net of offering costs of $ 2,252

Exercise of pre-funded

Exercise of Series 2 warrants

Exercise of common warrants, net of offering cost of $ 67

Share-based compensation

Foreign currency translation gain

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(in thousands)

Year Ended June 30,

Cash flows from operating activities:

Adjustments to reconcile net loss to net cash from operating activities:

Adjustments to reconcile net loss to net cash used in operating activities:

Depreciation and amortization

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Unrealized loss on investment

Gain on extinguishment of liabilities

Share-based compensation expense

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Accrued employee benefits

Lease liability

Lease liabilities

Net cash used in operating activities

Cash flows from investing activities:

Purchases of property and equipment

Purchase of property and equipment

Net cash used in investing activities

Cash flows from financing activities:

Proceeds from issuance and exercise of common stock, pre-funded

warrants, Series 2 warrants, and common warrants

Share issue transaction costs

Proceeds from issuance of common stock, pre-funded

warrants, and common warrants

Proceeds from exercise of pre-funded

warrants, Series 2 warrants common warrants

Share and pre-funded

warrants issuance transaction costs

Net cash provided by financing activities

Effect of exchange rate changes on cash, cash equivalents, and restricted cash

Net increase (decrease) in cash, cash equivalents, and restricted cash

Cash, cash equivalents, and restricted cash at beginning of year

Cash, cash equivalents, and restricted cash at end of year

Reconciliation of cash, cash equivalents, and restricted cash to the consolidated balance sheets:

Cash and cash equivalents

Restricted cash

Total cash, cash equivalents, and restricted cash

Effects of exchange rate changes on cash, cash equivalents, and restricted cash

Net increase in cash, cash equivalents, and restricted cash

Cash, cash equivalents, and restricted cash, beginning of period

Cash, cash equivalents, and restricted cash, end of period

Supplemental disclosure of cash flow information

Initial measurement of operating lease right-of-use assets

and liabilities

Re-measurement

of operating lease

right-of-use assets

and liabilities

Deemed dividend

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Benitec Biopharma Inc.

(the “Company”) is a corporation incorporated in the state of Delaware on November 22, 2019 and listed on the Nasdaq Capital Market (“Nasdaq”) under the symbol “BNTC”.

(the “Company”, “we”, “our”) is a corporation formed under the laws of Delaware, United States of America, on November 22, 2019 and listed on the Nasdaq Capital Market (“Nasdaq”) under the symbol “BNTC”.

Benitec Biopharma Inc.

is the parent entity of a number of subsidiaries including the previous parent entity Benitec Biopharma Limited (“BBL”).

is the parent entity of a number of subsidi

aries including the previous parent entity Benitec Biopharma Limited (“BBL”).

BBL was incorporated under the laws of Australia in 1995 and was listed on the Australian Securities Exchange, or ASX, from 1997 until April 15, 2020.

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The Company’s business focuses on the development of novel genetic medicines.

Our proprietary platform, called DNA-directed

RNA interference, or ddRNAi, combines RNA interference, or RNAi, with gene therapy to create medicines that facilitate sustained silencing of disease-causing genes.

On November 27, 2019, BBL announced its intention to re-domicile

from Australia to the United States of America.

BBL implemented a Scheme of Arrangement pursuant to which Benitec Biopharma Inc, a newly incorporated company for the purpose of effecting the re-domiciliation

domiciliation”), acquired all BBL shares and BBL became a wholly owned subsidiary of Benitec Biopharma Inc.

The terms the “Company,” “we,” “us,” “our” and similar terms used herein refer (i), prior to the re-domiciliation

to BBL, an Australian corporation, and its subsidiaries, and (ii), following the re-domiciliation,

to Benitec Biopharma Inc., a Delaware corporation, and its subsidiaries (including BBL).

During the year ended June 30, 2021, the Company completed an organization restructure as part of the commercial desire to provide a more efficient structure for the future as the Company continues to transition its operations to the US.

Our proprietary platform is called “Silence and Replace” DNA-directed

RNA interference.

The proprietary “Silence and Replace” DNA-directed

RNA interference platform combines RNA interference, or RNAi, with gene therapy to create medicines that simultaneously facilitate sustained silencing of disease-causing genes and concomitant delivery of wildtype replacement genes following a single administration of the therapeutic construct.

During the year ended June 30, 2021, the Company completed an organization restructuring as part of the commercial desire to provide a more efficient structure for the future as the Company transitioned its operations to the United States.

The Company’s fiscal year end is June 30.

References to a particular “fiscal year” and the “year ended June 30” are to our fiscal year end June 30 of that calendar year.

References to a particular “fiscal year” are to our fiscal year end June 30 of that calendar year.

The consolidated financial statements of Benitec Biopharma Inc.

are presented in United States dollars and consist of Benitec Biopharma Inc.

and the following wholly owned subsidiaries:

and its wholly owned subsidiaries as listed below.

Aside from Benitec Biopharma Proprietary Limited, the international subsidiaries are dormant.

Principal place of

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Basis of Presentation

On April 15, 2020, the Company implemented the transaction to redomicile from Australia to the United States and became the parent company of BBL and the wholly owned subsidiaries listed in Note 1.

The historical financial statements of BBL became the historical financial statements of the combined company upon

The Company’s consolidated financial statements contained in this report have been prepared in accordance with generally accepted accounting principles in the U.S.

(“GAAP”) and pursuant to the rules and regulations of the SEC.

Reference is frequently made herein to the Financial Accounting Standards Board (the “FASB”) Accounting Standards Codification (“ASC”).

This is the source of authoritative GAAP recognized by the FASB to be applied to non-governmental

BENITEC BIOPHARMA INC.

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June 30, 2025 and 2024

consummation of the Re-domiciliation.

As a result, the financial statements included in this report reflect (i) the historical operating results of BBL and subsidiaries prior to the Re-domiciliation;

(ii) the combined results of the Company, BBL, and subsidiaries following the completion of the Re-domiciliation;

and (iii) the Company’s equity structure for all periods presented.

On July 26, 2023, the Company effected a 1-for-17

reverse stock split (the “Reverse Stock Split”) of its common stock.

In accordance with the Reverse Stock Split, 17 pre-split

shares of the Company’s common were automatically converted into one issued and outstanding post-split share.

Proportional adjustments were also made to all outstanding stock options, pre-funded

warrants, and common warrants in accordance with their respective terms.

The Reverse Stock Split did not change the par value of the Company’s common stock or the authorized number of shares.

No fractional shares were issued in connection with the Reverse Stock Split.

All fractional shares were rounded up to the nearest whole share with respect to outstanding shares of common stock.

All share and earnings per share amounts presented in this Form 10-K

reflect the impact of this reverse split as if it had taken effect on June 30, 2022.

The Company’s consolidated financial statements included in this report have been prepared in accordance with accounting principles generally accepted in the United States of America (“US GAAP”) and pursuant to the rules and regulations of the SEC.

Reference is frequently made herein to the Financial Accounting Standards Board (the “FASB”) Accounting Standards Codification (“ASC”).

This is the source of authoritative US GAAP recognized by the FASB to be applied to non-governmental

Principles of Consolidation

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All intercompany transactions and balances have been eliminated.

Segment Reporting

Operating segments are identified as components of an enterprise about which separate discrete financial information is available for evaluation by the chief operating decision-maker in making decisions regarding resource allocation and assessing performance.

The Company views its operations and manages its business in one operating segment.

Use of Estimates

The preparation of financial statements requires management to make estimates and assumptions that impact the reported amounts of assets, liabilities and expenses and the disclosure of contingent assets and liabilities in the Company’s consolidated financial statements and accompanying notes.

The preparation of the Company’s consolidated financial statements requires management to make estimates and assumptions that impact the reported amounts of assets, liabilities and expenses and the disclosure of contingent assets and liabilities in the Company’s consolidated financial statements and accompanying notes.

The most significant estimates and assumptions in the Company’s consolidated financial statements relate to accrued research and development expense and valuation of equity-based instruments issued for other than cash.

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To the extent there are material differences between the estimates and actual results, the Company’s future results of operations will be affected.

BENITEC BIOPHARMA INC.

Notes to Consolidated Financial Statements

June 30, 2024 and 2023

Risks and Uncertainties

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There can be no assurance that the Company’s research and development will be successfully completed, that adequate protection for the Company’s intellectual property will be obtained or maintained, that any products developed will obtain necessary government regulatory approval or that any approved products will be commercially viable.

Even if the Company’s product development efforts are successful, it is uncertain when, if ever, the Company will generate revenue from product sales.

Even if the Company’s product development efforts are successful, it is uncertain when, if ever, the Company will generate significant revenue from product sales.

The Company operates in an environment of rapid technological change and substantial competition from other pharmaceutical and biotechnology companies.

In addition, the Company is dependent upon the services of its employees, consultants and other third parties.

Moreover, the COVID-19

pandemic and any similar events, pose risks that the Company or its employees, contractors, suppliers, and other partners may be prevented from conducting business activities for an indefinite period of time which may delay the Company’s clinical trials, and negatively impact manufacturing and testing activities performed by third parties.

Any significant delays may impact the use and sufficiency of the Company’s existing cash reserves, and the Company may be required to raise additional capital earlier than it had previously planned.

The Company may be unable to raise additional capital if and when needed, which may result in delays or suspension of its development plans.

The extent to which the pandemic will impact the Company’s business will depend on future developments that are highly uncertain and cannot be predicted at this time.

Segment Reporting

The Company views its operations and manages its business in one operating segment.

Foreign Currency Translation and Other Comprehensive Income (Loss)

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Equity transactions are translated at each historical transaction date spot rate.

Translation adjustments arising from the use of different exchange rates from period to period are included as a component of stockholders’ equity as “Accumulated other comprehensive loss.” Gains and losses resulting from foreign currency translation are included in the consolidated statements of operations and comprehensive loss as other comprehensive income (loss).

Other comprehensive income (loss) for all periods presented includes only foreign currency translation gains (losses).

Translation adjustments arising from the use of different exchange rates from period to period are included as a component of

BENITEC BIOPHARMA INC.

Notes to Consolidated Financial Statements

June 30, 2025 and 2024

stockholders’ equity as “Accumulated other comprehensive loss.” Gains and losses resulting from foreign currency translation are included in the consolidated statements of operations and comprehensive loss as other comprehensive income (loss).

Other comprehensive income (loss) for all periods presented consists entirely of foreign currency translation gains and losses.

As of June 30, 2025 and 2024, the exchange rates used to translate amounts in Australian dollars into USD for the purposes of preparing the consolidated financial statements were as follows:

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AUD Exchange Rate

BENITEC BIOPHARMA INC.

Notes to Consolidated Financial Statements

June 30, 2024 and 2023

Fair Value Measurements

The Company measures its financial assets and liabilities in accordance with ASC 820, Fair Value Measurements.

For certain financial instruments, including cash and cash equivalents, accounts receivable, accounts payable, the carrying amounts approximate fair value due to their short maturities.

ASC 820 utilizes a fair value hierarchy that prioritizes the inputs to valuation techniques used to measure fair value into three broad levels.

The Company measures its financial assets and liabilities in accordance with GAAP using ASC 820, Fair Value Measurements

For certain financial instruments, including cash and cash equivalents, accounts receivable, and accounts payable, the carrying amounts approximate fair value due to their short maturities.

The Company follows accounting guidance for financial assets and liabilities.

ASC 820 defines fair value, provides guidance for measuring fair value and requires certain disclosures.

The guidance utilizes a fair value hierarchy that prioritizes the inputs to valuation techniques used to measure fair value into three broad levels.

The following is a brief description of those three levels:

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These include quoted prices for similar assets or liabilities in active markets and quoted prices for identical or similar assets or liabilities in markets that are not active.

Unobservable inputs in which little or no market data exists, therefore developed using estimates and assumptions, which reflect those that a market participant would use.

Unobservable inputs in which little or no market data exists, therefore developed using estimates and assumptions developed by us, which reflect those that a market participant would use.

As of June 30, 2025 and 2024, the Company had no financial assets or liabilities measured at fair value on a recurring basis.

Cash and Cash Equivalents

Cash and cash equivalents include cash on hand and at banks, short-term deposits with an original maturity of three months or less with financial institutions, and bank overdrafts.

Bank overdrafts are reflected as a current liability on the consolidated balance sheets.

There were no other forms of cash equivalents as of June 30, 2024 and 2023.

Restricted cash balances of $ 63 thousand and $ 13 thousand as of June 30, 2024 and June 30, 2023, respectively, secure the Company’s credit cards.

Cash and cash equivalents include cash on hand and at banks, short

-term deposits with an original maturity of three months or

less with financial institutions.

There were no cash equivalents as of June 30, 2025 and 2024.

Restricted cash balances of $ 113 thousand and $ 63

thousand as of June 30, 2025 and 2024, respectively, are used to secure the Company’s credit card.

BENITEC BIOPHARMA INC.

Notes to Consolidated Financial Statements

June 30, 2025 and 2024

Concentrations of Risk

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Trade and Other Receivables

The Company adopted ASC 326— Financial Instruments—Credit Losses

(Topic 326) as of July 1, 2023.

As such, the Company estimates current expected credit losses (CECL) on trade and other receivables on an ongoing basis, and will recognize those expected credit losses immediately.

Estimates of current expected credit losses are based on analyses of individual customer circumstances and historical write-off experience.

The Company’s analyses consider the aging of receivable accounts, customer creditworthiness, and general economic conditions.

The Company estimates current expected credit losses in accordance with ASC 326- Financial Instruments – Credit Losses on trade and other receivables on an ongoing basis, and will recognize those expected credit losses immediately.

Estimates of current expected credit losses will be based on analyses of individual customer circumstances and historical write-off

The Company’s analyses will consider the aging of receivable accounts, customer creditworthiness, and general economic conditions.

No credit losses were recorded during the 2025 and 2024 fiscal years presented.

Property and Equipment

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When property and equipment are retired or otherwise disposed of, the related cost and accumulated depreciation and amortization are removed from the respective accounts, and any gain or loss is included in operations.

BENITEC BIOPHARMA INC.

Notes to Consolidated Financial Statements

June 30, 2024 and 2023

Depreciation and amortization of property and equipment is calculated using the straight-line basis over the following estimated useful lives:

Lab equipment

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Impairment of Long-Lived Assets

Property and equipment are reviewed for impairment whenever events or changes in circumstances indicate that the carrying amount of an asset may not be recoverable.

Property and equipment and operating lease right-o f

-use assets are reviewed for impairment whenever events or changes in circumstances indicate that the carrying amount of an asset may not be recoverable.

Recoverability of long-lived assets to be held and used is measured by a comparison of the carrying amount of an asset to the estimated undiscounted future cash flows expected to be generated by the asset.

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These amounts represent liabilities for goods and services provided to the Company prior to the end of the period and which are unpaid.

Due to their short-term nature, they are measured at amortized cost and are not discounted.

Due to their short-term nature, they are measured at cost and are not discounted.

The amounts are unsecured and are usually paid within 30 days of recognition.

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The Company calculates the present value of lease payments using the discount rate implicit in the lease, unless that rate cannot be readily determined.

In that case, the Company uses its incremental borrowing rate, which is the rate of interest that the Company would have to pay to borrow on a collateralized basis an amount equal to the lease payments over the expected lease term.

In that case, the Company uses its incremental

BENITEC BIOPHARMA INC.

Notes to Consolidated Financial Statements

June 30, 2025 and 2024

borrowing rate, which is the rate of interest that the Company would have to pay to borrow on a collateralized basis an amount equal to the lease payments over the expected lease term.

The Company records a corresponding right-of-use

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Rent expense is recorded on a straight-line basis over the expected lease term.

Lease terms may include options to extend or terminate the lease when the Company is reasonably certain that it will exercise the option.

Certain lease agreements may contain variable costs such as utilities and common area maintenance.

Variable lease costs are expensed when the cost is incurred.

The Company elected the short-term lease practical expedient that allows entities to recognize lease payments on a straight-line basis over the lease term for leases with a term of 12 months or less.

The Company has also elected the practical expedient under ASC Topic 842 allowing entities to not separate non-lease

components from lease components, but instead account for such components as a single lease component for all leases.

Basic and Diluted Net Loss Per Share

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Diluted net loss per share is calculated by dividing net loss by the weighted-average number of common shares outstanding plus potential common shares.

Stock options, warrants and convertible instruments are considered potential common shares and are included in the calculation of diluted net

BENITEC BIOPHARMA INC.

Notes to Consolidated Financial Statements

June 30, 2024 and 2023

loss per share using the treasury stock method when their effect is dilutive.

For the year ended June 30, 2024, the Company recorded a deemed dividend, for accounting purposes, of $ 618,987 as a result of an adjustment to the exercise price of its Series 2 Warrants due to an exercise price adjustment provision in such warrants.

The deemed dividend is reflected as an increase in the net loss attributable to common stockholders in the basic and diluted earnings per share calculation.

Potential common shares are excluded from the calculation of diluted net loss per share when their effect is anti-dilutive.

As of June 30, 2024 and 2023, there were

35,453,286 and 2,456,032 potential common shares, respectively, that were excluded from the calculation of diluted net loss per share because their effect was anti-dilutive.

Revenue Recognition

The Company recognizes revenue by applying the following steps:

Identify the contract(s) with a customer.

Identify the performance obligations in the contract.

Determine the transaction price.

Allocate the transaction price to the performance obligations in the contract.

Recognize revenue when (or as) the entity satisfies a performance obligation.

The Company applies judgement in determining whether contracts entered into fall within the scope of ASC 606, Revenue from Contracts with Customers (“ASC 606”).

In doing so, management considers the commercial substance of the transaction and how risks and benefits of the contract accrue to the various parties to the contract.

Management has also made the judgement that the grant of the license and transfer of associated know-how

and materials are accounted for as one performance obligation as they are not considered to be distinct;

they are highly interrelated and could not provide benefits to the customer independently from each other.

Judgements were made in relation to the transfer of the license and know-how

and whether this should be recognized over time or a point in time.

The point in time has been determined with regard to the point at which the transfer of know-how

has substantially been completed and the customer has control of the asset and the ability to direct the use of and receive substantially all of the remaining benefits.

Licensing revenues

Revenue from licensees of the Company’s intellectual property reflects the transfer of a right to use the intellectual property as it exists at the point in time in which the license is transferred to the customer.

Consideration can be variable and is estimated using the most likely amount method.

Subsequently, the estimate is constrained until it is probable that a significant revenue reversal will not occur when the uncertainty is resolved.

Revenue is recognized as or when the performance obligations are satisfied.

The Company recognizes contract liabilities for consideration received in respect of unsatisfied performance obligations and reports these amounts as other liabilities in the consolidated balance sheet.

Similarly, if the Company satisfies a performance obligation before it receives the consideration, the Company recognizes either a contract asset or a receivable in its consolidated balance sheet, depending on whether something other than the passage of time is required before the consideration is due.

BENITEC BIOPHARMA INC.

Notes to Consolidated Financial Statements

June 30, 2024 and 2023

Revenue from licensees of the Company’s intellectual property reflect a right to use the intellectual property as it exists at the point in time in which the license is granted.

Where consideration is based on sales of product by the licensee, revenue is recognized when the customer’s subsequent sales of products occur.

Services revenue

Revenue is earned (constrained by variable considerations) from the provision of research and development services to customers.

Services revenue is recognized when performance obligations are either satisfied over time or at a point in time.

Generally, the provision of research and development services under a contract with a customer will represent satisfaction of a performance obligation over time where the Company retains the right to payment for services performed but not yet completed.

Stock options, warrants and convertible instruments are considered potential common shares and are included in the calculation of diluted net loss per share using the treasury stock method when their effect is dilutive.

Potential common shares are excluded from the calculation of diluted net income (loss) per share when their effect is anti-dilutive.

As of June 30, 2025 and 2024, there were 10,074,825 and 18,107,892 potential common shares, respectively, that were excluded from the calculation of diluted net loss per share because their effect was anti-dilutive.

weighted average shares outstanding for the years ended June 30,

2025 and 2024 include 15,270,811 and 17,345,394 , respectively, shares underlying pre-funded warrants to purchase common shares.

As the shares underlying these pre-funded warrants can be issued for little consideration (an exercise price per share equal to $ 0.0001 per share), these shares are deemed to be issued for purposes of basic earnings per share.

Correction of Immaterial Error s

During the third quarter of 2025, the Company identified an immaterial error in the Company’s previously issued consolidated financial statements related to weighted-average number of common shares outstanding within the net loss per share computation.

The error pertains to the exclusion of pre-funded

warrants from the weighted-average number of common shares used in the computation of net loss per share.

The Company assessed materiality, including qualitative and quantitative factors, and determined the error is immaterial to both the current and prior periods.

The Company has revised the comparative net loss per share information as presented and disclosed within these consolidated financial statements.

The revision had no effect on the consolidated balance sheet, consolidated statements of cash flows, consolidated statements of stockholders’ equity, or to reported net losses.

During the year ended June 30, 2025, the Company identified an immaterial error in the Company’s previously issued March 31, 2024 unaudited interim condensed consolidated, June 30, 2024 annual audited consolidated, and September 30, 2024 unaudited interim condensed consolidated financial statements related to the computation of share-based compensation expense resulting from inaccurate system configuration.

The Company assessed materiality, including qualitative and quantitative factors, and determined the error is immaterial to the aforementioned prior periods.

The Company has recorded a cumulative catch up out-of-period adjustment within the December 31, 2024 unaudited interim condensed consolidated financial statement .

See Note 3, Restatement of Prior Period Financial Statements, for further information.

Research and Development Expense

Research and development expenses relate primarily to the cost of conducting clinical and pre-clinical

clinical and clinical development costs are a significant component of research and development expenses.

and clinical development costs are a significant component of research and development expenses.

The Company records accrued liabilities for estimated costs of research and development activities conducted by third-party service providers, which include the conduct of pre-clinical

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The Company has not experienced any material differences between accrued costs and actual costs incurred.

Equity-based Compensation Expense

Share-based Compensation Expense

The Company records share-based compensation in accordance with ASC 718, Stock Compensation.

ASC 718 requires the fair value of all share-based employee compensation awarded to employees and non-employees

to be recorded as an expense over the related requisite service period.

The Company values employee and non-employee

share-based compensation at fair value using the Black-Scholes option pricing model.

ASC 718 requires the fair value of all share-based compensation awarded to employees and non-employees to be recorded as an expense over the shorter of the service period or the vesting period.

The Company determines employee and non-employee share-based compensation based on the grant-date fair value using the Black-Scholes Option Pricing Model.

Under ASC 718, the exercise price for share-based compensation is determined using the fair market value of the Company’s common stock on the grant date.

For an award with graded vesting subject only to a service condition (e.g., time-based vesting), ASC 718-10-35-8 provides an accounting policy choice between graded vesting attribution or straight-line attribution.

The Company elects the graded vesting method, recognizing compensation expense for only the portion of awards expected to vest.

The Company accounts for forfeitures as they occur and records compensation cost assuming all option holders will complete the requisite service period.

If an award is forfeited, the Company reverses compensation expense previously recognized in the period the award is forfeited.

Common Stock Warrants

The Company accounts for its common stock warrants in accordance with ASC 480, Distinguishing Liabilities from Equity (“ASC 480”) and ASC 815, Derivatives and Hedging (“ASC 815”).

Based upon the provisions of ASC 480 and ASC 815, the Company accounts for common stock warrants as current liabilities if the warrant fails the equity classification criteria.

The Company classifies certain warrants for the purchase of shares of its common stock as equity on its consolidated balance sheets as these warrants are considered indexed to the Company’s shares of common stock.

For warrants that do not meet the criteria of a liability warrant and are classified on the Company’s consolidated balance sheets as equity instruments, the Company uses the Black-Scholes model to measure the value of the warrants at issuance.

The pre-funded warrants are immediately exercisable at a price of $

0.0001 per warrant, without any additional exercise restrictions, for the holder to receive the underlying common stock.

Therefore, the fair value of the pre-funded warrant at issuance was determined to equal to the fair value of the common stock on the date the pre-funded warrant was issued.

The Company is subject to Australia and United States income tax laws.

The Company follows ASC 740, Accounting for Income Taxes

4 unchanged sentences

The Company’s practice is to recognize interest and penalties, if any, related to uncertain tax positions in income tax expense in the consolidated statements of operations.

BENITEC BIOPHARMA INC.

Notes to Consolidated Financial Statements

June 30, 2024 and 2023

Comprehensive Loss

2 unchanged sentences

Recent Accounting Pronouncements

In June 2016, the FASB issued ASU No.

2016-13, Financial

Instruments—Credit

This ASU represents a significant change in the accounting for credit losses model by requiring immediate recognition of management’s estimates of current expected credit losses (CECL).

Under the prior model, losses were recognized only as they were incurred.

The Company adopted this ASU effective July 1, 2023 and determined that its impact on the accompanying consolidated financial statements is immaterial.

Recently Issued Accounting Standards Not Yet Adopted

In November 2023, the Financial Accounting Standards Board (FASB) issued Accounting Standard Update (ASU) No.

2023-07, Segment Reporting

(Topic 280) Improvements to Reportable Segment Disclosures

, which requires disclosures about significant segment expenses and additional interim disclosure requirements.

The standard also requires a single reportable segment company to provide all disclosures required by Topic 280.

The Company adopted ASU 2023-07 during the year ended June 30, 2025.

See Note 13 for the segment disclosures as required by Topic 280, as amended by ASU 2023-07.

Recently Issued

Accounting Standards Not Yet Adopted

In December 2023, the FASB issued ASU No.

(Topic 740) — Improvements

Income Taxes (Topic 740) – Improvements to Income Tax Disclosures

, which enhances the transparency, effectiveness, and comparability of income tax disclosures by requiring consistent categories and greater disaggregation of information related to income tax rate reconciliations and the jurisdictions in which income taxes are paid.

1 unchanged sentence

The Company is currently evaluating the impact of the ASU on its income tax disclosures within the consolidated financial statements.

In November 2023, the FASB issued ASU No.

(Topic 280) — Improvements

, which improves reportable segment disclosure requirements, primarily through enhanced disclosures about significant segment expenses.

This ASU also expands disclosure requirements to enable users of financial statements to better understand the entity’s measurement and assessment of segment performance and resource allocation.

This guidance is effective for fiscal years beginning after December 15, 2023, and interim periods within fiscal years beginning after December 15, 2024, with early adoption permitted.

The Company is currently evaluating the impact of the ASU on its disclosures within the consolidated financial statements.

The accompanying consolidated financial statements have been prepared in conformity with US GAAP, which contemplate continuation of the Company as a going concern.

For the fiscal years ended June 30, 2024 and 2023, the Company had a net loss of $ 21.8 million and $ 19.6 million, respectively, and net cash used in operations of $ 19.4 million and $ 18.0 million, respectively.

The Company expects to continue to incur additional operating losses in the foreseeable future.

The Company’s business focuses on the development of novel genetic medicines and, at this stage in the Company’s development, the Company has not established a source of revenue to cover its full operating costs, and as such, is dependent on funding operations through capital financing activities.

As of June 30, 2024, the Company had $ 50.9 million in cash and cash equivalents.

warrants to purchase up to an aggregate of 2,584,239 shares of common stock at a price per pre-funded

warrant of $ 4.7999 , to certain accredited institutional investors.

The pre-funded

warrants were immediately exercisable until exercised in full at an exercise price of $ 0.0001 per share

In November 2024, the FASB issued ASU 2024-03—

Income Statement—Reporting Comprehensive Income—Expense Disaggregation Disclosures

(Subtopic 220-40)

, which requires entities, in the notes to financial statements, to disclose specified information about certain costs and expenses.

The guidance is effective for the Company’s annual periods beginning after December 15, 2026, and interim periods within annual reporting periods beginning after December 15, 2027.

Early adoption is permitted.

The Company is assessing the impact of adopting this guidance on its consolidated financial statements.

The Company has implemented this ASU on its disclosures within the consolidated financial statements for the financial year ended June 30, 2025.

Restatement of Prior Period Financial Statements

In connection with the preparation of the Company’s Annual Report on Form 10-K for the fiscal year ended June 30, 2025, the Company determined that, subsequent to the migration to a new equity award system in November 2023, there was an error in the calculation of the Company’s share-based compensation expense for new awards of employee share options and equity awards.

The system was incorrectly configured to calculate share-based compensation expense for new equity awards using the straight-line method, instead of the Company’s policy elected graded vesting attribution method.

The Company concluded that impact of such error was immaterial to previously issued financial statements prior to the quarter ended December 31, 2024, but the cumulative impact would have had a material effect starting in the unaudited consolidated financial statements as of and for the quarterly periods ended March 31, 2025, and December 31, 2024.

As a result, the Company has restated its Unaudited Consolidated Balance Sheets, Unaudited Consolidated Statements of Stockholders Equity, Unaudited Consolidated Statements of Operations and Comprehensive Loss, and Unaudited Consolidated Statements of Cash Flows as of and for the three months and nine months ended March 31, 2025, as of and for the three and six months ended December 31, 2024, presented herein.

The restatement includes adjustments to share-based compensation expense, additional paid-in capital, accumulated deficit, net loss and loss per share.

BENITEC BIOPHARMA INC.

1 unchanged sentence

June 30, 2025 and 2024

of common stock.

Gross proceeds from the financing totaled $ 40.0 million.

The impact of the correction of the misstatements is summarized below:

Restated Consolidated Balance Sheet

(in thousands, except par value and share amounts)

As of March 31, 2025

Current assets:

Cash and cash equivalents

Restricted cash

Trade and other receivables

Prepaid and other assets

Total current assets

Property and equipment, net

Prepaid and other assets

Right-of-use assets

Liabilities and stockholders’ equity

Current liabilities:

Trade and other payables

Accrued employee benefits

Lease liabilities, current portion

Total current liabilities

Non-current accrued employee benefits

Lease liabilities, less current portion

Total liabilities

and contingencies

Stockholders’ equity:

Preferred stock, $ 0.0001 par value— 5,000,000 shares authorized;

no shares issued and outstanding at March 31, 2025 and June 30, 2024, respectively

Common stock, $ 0.0001 par value— 160,000,000 shares authorized;

25,546,288 shares and 10,086,119 shares issued and outstanding at March 31, 2025 and June 30, 2024, respectively

Additional paid-in capital

Accumulated deficit

Accumulated other comprehensive loss

Total stockholders’ equity

Total liabilities and stockholders’ equity

BENITEC BIOPHARMA INC.

Notes to Consolidated Financial Statements

June 30, 2025 and 2024

Restated Consolidated Balance Sheet

(in thousands, except par value and share amounts)

As of December 31, 2024

Current assets:

Cash and cash equivalents

Restricted cash

Trade and other receivables

Prepaid and other assets

Total current assets

Property and equipment, net

Prepaid and other assets

Right-of-use assets

Liabilities and stockholders’ equity

Current liabilities:

Trade and other payables

Accrued employee benefits

Lease liabilities, current portion

Total current liabilities

Non-current accrued employee benefit

Total liabilities

Commitments and contingencies

Stockholders’ equity:

Preferred stock, $ 0.0001 par value— 5,000,000 shares authorized;

no shares issued and outstanding at December 31, 2024 and June 30, 2024, respectively

Common stock, $ 0.0001 par value— 160,000,000 shares authorized;

23,451,475 shares and 10,086,119 shares issued and outstanding at December 31, 2024 and June 30, 2024, respectively

Additional paid-in capital

Accumulated deficit

Accumulated other comprehensive loss

Total stockholders’ equity

Total liabilities and stockholders’ equity

BENITEC BIOPHARMA INC.

Notes to Consolidated Financial Statements

June 30, 2025 and 2024

Restated Consolidated Statements of Operations and Comprehensive Loss

(in thousands, except share and per share amounts)

Three Months Ended

Nine Months Ended

March 31, 2025

Operating expenses

Research and development

General and administrative

Total operating expenses

Loss from operations

Other income (loss):

Foreign currency transaction gain (loss)

Interest income (expense), net

Other expense, net

Gain on extinguishment of liabilities

Total other income, net

Other comprehensive income:

Unrealized foreign currency translation gain (loss)

Total other comprehensive income (loss)

Total comprehensive loss

Net loss attributable to common shareholders

Net loss per share:

Basic and diluted

Weighted average number of shares outstanding:

basic and diluted

BENITEC BIOPHARMA INC.

Notes to Consolidated Financial Statements

June 30, 2025 and 2024

Restated Consolidated Statements of Operations and Comprehensive Loss

(in thousands, except share and per share amounts)

Three Months Ended

Six Months Ended

December 31, 2024

Operating expenses

Research and development

General and administrative

Total operating expenses

Loss from operations

Other income (loss):

Foreign currency transaction gain (loss)

Interest income (expense), net

Other expense, net

Gain on extinguishment of liabilities

Unrealized loss on investment

Total other income, net

Other comprehensive income:

Unrealized foreign currency translation gain (loss)

Total other comprehensive income (loss)

Total comprehensive loss

Deemed dividends

Net loss attributable to common shareholders

Net loss per share:

Basic and diluted

Weighted average number of shares outstanding:

BENITEC BIOPHARMA INC.

Notes to Consolidated Financial Statements

June 30, 2025 and 2024

Restated Consolidated Statements of Stockholders’ Equity

(in thousands, except share amounts)

Comprehensive

Stockholders’

Balance at June 30, 2024

Exercise of pre-funded warrants

Exercise of Series 2 warrants

Exercise of common warrants

Share-based compensation

Foreign currency translation loss

Balance at September 30, 2024

Exercise of pre-funded warrants

Exercise of Series 2 warrants

Exercise of common warrants, net of issuance costs of $ 2

Share-based compensation

Foreign currency translation gain

Restatement adjustment

Balance at December 31, 2024 (as restated)

Issuance of common stock and pre-funded warrants sold for cash, net of offering costs of $ 2,245

Exercise of common warrants

Share-based compensation

Foreign currency translation gain

Restatement adjustment

Balance at March 31, 2025 (as restated)

BENITEC BIOPHARMA INC.

Notes to Consolidated Financial Statements

June 30, 2025 and 2024

Restated Consolidated Statements of Cash Flows

(in thousands)

Nine Months Ended

March 31, 2025

Cash flows from operating activities:

Adjustments to reconcile net loss to net cash used in operating activities:

Depreciation and amortization

Amortization of right-of-use assets

Unrealized loss on investment

Gain on extinguishment of liabilities

Share-based compensation expense

Changes in operating assets and liabilities:

Trade and other receivables

Prepaid and other assets

Trade and other payables

Accrued employee benefits

Lease liabilities

Net cash used in operating activities

Cash flows from investing activities:

Purchase of property and equipment

Net cash used in investing activities

Cash flows from financing activities:

Proceeds from issuance of common stock, pre-funded warrants, and common warrants

Proceeds from exercise of pre-funded warrants, series 2 warrants and common warrants

Share issuance transaction costs

Net cash provided by financing activities

Effects of exchange rate changes on cash, cash equivalents, and restricted cash

Net increase in cash, cash equivalents, and restricted cash

Cash, cash equivalents, and restricted cash, beginning of period

Cash, cash equivalents, and restricted cash, end of period

Supplemental disclosure of cash flow information

Initial measurement of operating lease right- of

-use assets and liabilities

Re-measurement of operating lease right-of-use assets and liabilities

BENITEC BIOPHARMA INC.

Notes to Consolidated Financial Statements

June 30, 2025 and 2024

Restated Consolidated Statements of Cash Flows

(in thousands)

Six Months Ended

December 31, 2024

Cash flows from operating activities:

Adjustments to reconcile net loss to net cash used in operating activities:

Depreciation and amortization

Amortization of right-of-use assets

Unrealized loss on investment

Gain on extinguishment of liabilities

Share-based compensation expense

Changes in operating assets and liabilities:

Trade and other receivables

Prepaid and other assets

Trade and other payables

Accrued employee benefits

Lease liabilities

Net cash used in operating activities

Cash flows from investing activities:

Purchase of property and equipment

Net cash used in investing activities

Cash flows from financing activities:

Proceeds from exercise of pre-funded warrants, series 2 warrants and common warrants

Share issuance transaction costs

Net cash provided by financing activities

Effects of exchange rate changes on cash, cash equivalents, and restricted cash

Net increase in cash, cash equivalents, and restricted cash

Cash, cash equivalents, and restricted cash, beginning of period

Cash, cash equivalents, and restricted cash, end of period

BENITEC BIOPHARMA INC.

Notes to Consolidated Financial Statements

June 30, 2025 and 2024

Quarterly Financial Information (Unaudited)

The following table present s

selected unaudited condensed consolidated Statements of Operations and Comprehensive Income (Loss) for each quarter of the periods indicated:

Three Months Ended

September 30,

Operating expenses

Royalties and license fees

Research and development

General and administrative

Total operating expenses

Loss from operations

Other income (loss):

Foreign currency transaction gain (loss)

Interest income (expense), net

Other expense, net

Gain on extinguishment of liabilities

Total other income, net

Other comprehensive income:

Unrealized foreign currency translation gain (loss)

Total other comprehensive income (loss)

Total comprehensive loss

Net loss per share:

Basic and diluted

Net loss per share:

Weighted average number of shares outstanding:

basic and diluted

BENITEC BIOPHARMA INC.

Notes to Consolidated Financial Statements

June 30, 2025 and 2024

The accompanying consolidated financial statements have been prepared assuming that the Company will continue as a going concern.

For the fiscal years ended June 30, 2025 and 2024, the Company incurred net losses of $ 37.9 million and $ 21.8 million, respectively, and used cash in operations of $ 23.6 million and $ 19.4 million, respectively.

The Company expects to continue to incur additional operating losses in the foreseeable future.

The Company’s business focuses on the development of novel genetic medicines and, at this stage in the Company’s development, the Company has not established a source of revenue to cover its operating costs, and as such, is dependent on funding operations through capital financing activities.

As of June 30, 2025, the Company had

97.7 million in cash and cash equivalents.

On April 22, 2024 we closed a private investment in public equity (PIPE) financing in which we sold

5,749,152 shares of common stock at a price per share of $

4.80 and, in lieu of shares of common stock,

warrants to purchase up to an aggregate of

2,584,239 shares of common stock at a price per

4.7999 , to certain accredited institutional investors.

warrants were immediately exercisable until exercised in full at an exercise price of $

0.0001 per share of common stock.

Gross proceeds from the financing totaled $

40.0 million.

The Company also received additional cash during the fiscal year ended June 30, 2025 due to warrant exercises, warrant issuances, and common stock issuances totaling $

72.8 million.

Stockholders Equity.

On October 11, 2024, we entered into a Sales Agreement (the “Sales Agreement”) with Leerink Partners LLC (the “Agent”).

Pursuant to the terms of the Sales Agreement, we may offer and sell shares of our common stock

having an aggregate offering amount of up to $

75 million from time to time through the Agent.

The Agent will be entitled to a commission from us of

3.0 % of the gross proceeds from the sale of shares sold under the Sales Agreement.

Through the end of fiscal year ended June 30, 2025, we have not engaged in any sales under the Sales Agreement.

We estimate that our cash and cash equivalents will be sufficient to fund the Company’s operations for at least the next twelve months from the date of this report.

The Company’s ability to continue as a going concern is dependent upon its ability to generate revenue and obtain adequate financing.

The Company’s ability to continue as a going concern is dependent upon its ability to manage its net loss, become profitable, and obtain adequate financing.

While the Company believes in its ability to generate revenue and raise additional funds, there can be no assurances to that effect.

The financial statements do not include any adjustments to reflect the possible future effects on the recoverability and classification of assets or the amounts and classification of liabilities that might be necessary if the Company is unable to continue as a going concern due to unsuccessful product development or commercialization, or the inability to obtain adequate financing in the future.

Revenues from customers (US$’000)

Licensing revenue

The Company recognized licensing revenue over time as the performance obligations were satisfied.

Cash, cash equivalents, and restricted cash

Restricted cash

BENITEC BIOPHARMA INC.

Notes to Consolidated Financial Statements

June 30, 2025 and 2024

Prepaid and other assets

3 unchanged sentences

Current portion

BENITEC BIOPHARMA INC.

Notes to Consolidated Financial Statements

June 30, 2024 and 2023

Property and equipment, net

1 unchanged sentence

Computer hardware

Furniture and fixtures

Leasehold improvements

2 unchanged sentences

Total property and equipment, net

Depreciation and amortization expense was $ 87 ,000 and $ 136 ,000 for the years ended June 30, 2024 and 2023, respectively.

Depreciation and amortization expense was $ 66

thousand for the years ended June 30, 2025 and 2024, respectively.

Trade and other payables

Trade payable

Accrued license fees

Accrued consultant fees

Accrued professional fees

Accrued clinical development project costs

Accrued consultant fees

Other payables

ASC 842, Leases

(“ASC 842”) requires lessees to recognize at the lease commencement date a lease liability, which is the lessee’s obligation to make lease payments arising from a lease, measured on a discounted basis, and a right-of-use

asset, which is an asset that represents the lessee’s right to use, or control the use of, a specified asset for the lease term.

The Company has entered into an operating lease for office space under an agreement that expires in 2025.

The lease requires the Company to pay utilities, insurance, taxes, and other operating expenses.

The Company’s lease does not contain any residual value guarantees or material restrictive covenants.

year ended June 30, 2025, the Company agreed to resolve disputed trade payables and accrued clinical development project costs of $ 1.2 million with a vendor for $ 495 thousand.

This settlement resulted in a gain of $ 764 thousand recorded in the consolidated statement of operations

and other comprehensive loss under other income (expense) for the period.

The Company has entered into two operating leases for office spaces as of June 30, 2025.

On February 1, 2025, the Company entered into a new lease which has an initial expiration date in 2026.

On February 24, 2025, the

BENITEC BIOPHARMA INC.

1 unchanged sentence

June 30, 2025 and 2024

The tables below show the changes during the years ended June 30, 2024 and 2023:

Company entered into an amendment to an existing lease to extend the lease expiration date to 2027 and modify the remaining lease payments.

The lease modification was not accounted for as a separate contract and instead the existing operating lease right-of-use

asset and liability were remeasured during the period under agreements that expire in 2026 and 2027.

Both leases contain options to extend for additional renewal periods.

The leases require the Company to pay utilities, insurance, taxes, and other operating expenses.

The Company’s lease does not contain any residual value guarantees or material restrictive covenants.

The tables below show the changes during the year ended June 30, 2025:

Balance at July 1, 2024

Amortization of right of use asset

Balance at June 30, 2023

Re-measurement

during the period

Initial measurement at February 1, 2025

Amortization of right of use asset

2 unchanged sentences

Balance at July 1, 2024

Principal payments on operating lease liabilities

Operating lease liabilities at June 30, 2023

Re-measurement

during the period

Initial measurement at February 1, 2025

Principal payments on operating lease liabilities

1 unchanged sentence

Current portion at June 30, 2025

As of June 30, 2024, the Company’s operating lease has a remaining lease term of 0.96 years and a discount rate of 4.67 %.

The maturities of the operating lease liabilities are as follows:

As of June 30, 2025, the Company’s operating leases have a weighted average lease term of

2.12 years and a weighted average discount rate of

The leases’ options to extend are not included within the remaining lease term as the Company is currently not reasonably certain to exercise such options.

The calendar year ended maturities of the operating lease liabilities are as follows:

Total operating lease payments

1 unchanged sentence

Present value of operating lease liabilities

For the fiscal years ended June 30, 2024 and 2023, total lease expense under operating leases was approximately $ 277,000 and $ 277,000 , respectively, and was recorded in general and administrative expenses.

The Company recorded lease liabilities and right-of-use

lease assets for the lease based on the present value of lease payments over the expected lease term, discounted using the Company’s incremental borrowing rate.

The incremental borrowing rate was determined based on quoted rates by the Company’s business banker for

BENITEC BIOPHARMA INC.

Notes to Consolidated Financial Statements

June 30, 2025 and 2024

collateralized debt with terms similar to the lease agreements.

Rent expense was $ 0.4

million and $ 0.3 million for the fiscal years ended June 30, 2025 and 2024, respectively, and is reported within general and administrative expenses on the consolidated statements of operations and comprehensive loss.

Stockholders’ equity

Preferred Stock

On December 6, 2024, th

e stockholders of the Company approved an

amendment (the “Amendment”) to the Company’s Amended and Restated Certificate of Incorporation, as amended, to authorize the issuance of

5,000,000 shares of preferred stock, par value $

As of June 30, 2025, there were no preferred shares issued and outstanding.

On December 8, 2021, the stockholders of the Company approved an amendment (the “Charter Amendment”) to the Company’s Amended and Restated Certificate of Incorporation to increase the total number of authorized shares of common stock of the Company from 10,000,000 to 40,000,000 , which became effective on December 17, 2021.

On December 7, 2022, the stockholders of the Company approved another amendment to the Company’s Amended and Restated Certificate of Incorporation to increase the number of authorized shares of common stock from 40,000,000 to 160,000,000 .

The Charter Amendment was filed with the Secretary of State

The Charter Amendment was filed with the Secretary of State of the State of Delaware and became effective December 9, 2022.

On July 26, 2023, the Company effected a 1-for-17

reverse stock split (the “Reverse Stock Split”).

On October 11, 2024, the Company entered into a Sales Agreement (the “Sales Agreement”) with Leerink Partners LLC (the “Agent”).

to the terms of the Sales Agreement, the Company may offer and sell shares of the Company’s common stock having an aggregate offering amount of up to $ 75 million from time to time through the Agent.

The Agent will use its commercially reasonable efforts, as the agent and subject to the

terms of the Sales Agreement, to sell the shares offered.

Sales of the shares, if any, may be made in sales deemed to be an “at-the-market

offering” as defined in Rule

415 under the Securities Act of 1933, as amended.

The Company may also agree to sell shares to the Agent as principal for its own account on terms agreed to by the Company and the Agent.

The Agent will be entitled to a commission from the Company of 3.0 % of the gross proceeds from the sale of shares sold under the Sales Agreement.

In addition, the Company has agreed to reimburse certain expenses incurred by the Agent in connection with the offering.

On March 25, 2025, the Company entered into an underwriting agreement to which the Company issued and sold (i) 1,143,000 shares of the Company’s common stock, par value $ 0.0001 per share at a purchase price to investors of $ 13.00 per share, and (ii) pre-funded warrants to purchase 300,000 shares of Common Stock at an exercise price of $ 0.0001 per share at a purchase price to investors of $ 12.999 per warrant.

Total gross proceeds from underwriting offering (the “2025 Underwritten Offering”) were $ 18.8 million less underwriter issuance costs of $ 1.1 million and other cash issuance costs of $ 0.4 million.

The pre-funded warrants are exercisable immediately and do not have an expiration date.

Concurrently with the 2025 Underwritten Offering, on March 25, 2025, the Company also entered into a Securities Purchase Agreement to which the Company issued and sold 900,000 shares of Common Stock in a registered direct offering at a purchase price of $ 13.00 per share.

Gross proceeds from registered direct offering

BENITEC BIOPHARMA INC.

1 unchanged sentence

June 30, 2025 and 2024

of the State of Delaware and became effective December 9, 2022.

On July 26, 2023, the Company effected a

reverse stock split (the “Reverse Stock Split”) (see Note 2.

Basis of Presentation and Summary of Significant Accounting Policies — Basis of Presentation).

On December 6, 2019, the Investors were issued 4 Purchase Warrants that were exercisable into 12,600 fully paid shares of common stock should the Purchase Warrants be exercised in full (“Purchase Warrants”).

The exercise price for the Purchase Warrants is US$ 178.50 per share issued on exercise of a Purchase Warrant.

were $ 11.7 million less underwriter issuance costs of $ 0.7 million.

The Company entered into a registration rights agreement in connection with the closing of the registered direct offering.

The agreement required the Company to use its best efforts to register the shares for resale no later than 60 days following the closing of the registered direct offering.

As of June 30, 2025 and June 30, 2024, common stock reserved for future issuance consisted of the following:

Common stock warrants outstanding

Common stock options issued and outstanding

Shares available for future issuance under the 2020 Plan

Shares reserved for common stock under the At the Market Offering

Warrants and Common Stock

On December 6, 2019, investors were issued four Purchase Warrants that were exercisable into 12,600 fully paid shares of common stock should the Purchase Warrants be exercised in full (“Purchase Warrants”).

The exercise price for the Purchase Warrants is $ 178.50 per share issued on exercise of a Purchase Warrant.

The Purchase Warrants are exercisable, in whole or in part, any time from the date of issue until the fifth anniversary of the date of issue ( December 6, 2024 ).

3 unchanged sentences

The formula for conducting a cashless exercise was outlined in the Warrant agreement.

Based on this formula, the Holder would have been entitled to receive 6,300 shares of common stock if they had exercised the Purchase Warrants for cash.

Because of the cashless exercise, the holder received 2,201 shares.

6,300 purchase warrants remained unexercised and expired in December 2024.

On September 15, 2022, we closed an underwritten public offering in which we issued and sold (i) 1,037,520 shares of the Company’s common stock, (ii) 12,171,628 pre-funded

warrants, which, after giving effect to the Reverse Stock Split, are currently exercisable into 715,979 shares of common stock at an exercise price of $ 0.0017 per share until exercised in full, and (iii) 29,809,471 outstanding Series 2 warrants (the “Series 2 Warrants”) which are currently exercisable into 1,753,503 shares of common stock after giving effect to the Reverse Stock Split at an exercise price of $ 11.22 per share.

The Series 2 warrants sold in the offering became exercisable commencing December 9, 2022, the date on which the Company had both (a) received approval from its stockholders to increase the number of shares of common stock it is authorized to issue and (b) effected such stockholder approval by filing with the Secretary of State of the State of Delaware a certificate of amendment to its Amended and Restated Certificate of Incorporation, and will expire on the fifth anniversary of such initial exercise date.

The combined purchase price for each share of common stock and accompanying common warrant was $ 10.20 , which was allocated as $ 10.03 per share of common stock and $ 0.17 per common warrant.

The Series 2 Warrants agreement contains an exercise price adjustment mechanism providing that certain issuances of common stock (or common stock equivalents), if made at a price lower than the then existing exercise price of such Series 2 Warrants, would reset the exercise price to such lower price.

warrants, which, after giving effect to the Reverse Stock Split, are currently exercisable into 715,979 shares of common stock at an exercise price of

$ 0.0017 per share until exercised in full and (iii) 29,809,471 Series 2 warrants (the “Series 2 Warrants”), which, after giving effect to the Reverse Stock Split, are currently exercisable into 1,753,503 shares of common stock at an exercise price of $ 11.22 per share.

and Restated Certificate of Incorporation, and will expire on the fifth anniversary of such initial exercise date.

The combined purchase price for each share of common stock and accompanying common warrant was $

10.20 , which was allocated as $

10.03 per share of common stock and $

0.17 per common warrant.

The Series 2 Warrants contain an exercise price adjustment mechanism providing that certain issuances of common stock (or common stock equivalents), if made at a price lower than the then existing exercise price of such Series 2 Warrants would reset the exercise price to such lower price.

As a result of the August 11, 2023 public offering, the exercise price of the Series 2 Warrants has been automatically reset as of the closing time of such public offering to $

We have recorded a deemed dividend, for accounting purposes, of $ 618,987 as a result of an adjustment to the exercise price of its Series 2 Warrants due to an exercise price adjustment provision in such warrants

On October 17, 2022 and October 27, 2022, investors exercised 117,939 and 9,804 pre-funded

warrants, respectively, at an exercise price of $ 0.0017 per share.

On August 11, 2023 we closed an underwritten public offering in which we sold 875,949 shares of common stock, 15,126,226 pre-funded warrants to purchase 15,126,226 shares of common stock, and 16,002,175 common warrants to purchase up to 16,002,175 shares of common stock.

The combined purchase price for each share of common stock and accompanying common warrant was $ 1.93 , which was allocated as $ 1.9299 per share of common stock and $ 0.0001 per common warrant.

Each pre-funded warrant was sold together with one common warrant at a combined price of $ 1.9299 , which was allocated as $ 1.9298 per pre-funded warrant and $ 0.0001 per common warrant.

The pre-funded warrants were immediately exercisable until exercised in full at an exercise

For the nine months ended March 31, 2024, we recorded a deemed dividend, for accounting purposes, during the fiscal quarter ended September 30, 2024 of $

618,987 as a result of an adjustment to the exercise price of its Series 2 Warrants due to an exercise price adjustment provision in such warrants.

BENITEC BIOPHARMA INC.

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June 30, 2025 and 2024

price of $ 0.0001 per share of common stock.

On October 17, 2022 and October 27, 2022, investors exercised

warrants, respectively, at an exercise price of $

0.0017 per share.

On August 11, 2023 we closed an underwritten public offering in which we sold 875,949 shares of common stock, 15,126,226 pre-funded

warrants to purchase 15,126,226 shares of common stock, and 16,002,175 common warrants to purchase up to 16,002,175 shares of common stock.

The combined purchase price for each share of common stock and accompanying common warrant was $ 1.93 , which was allocated as $ 1.9299 per share of common stock and $ 0.0001 per common warrant.

Each pre-funded

warrant was sold together with one common warrant at a combined price of $ 1.9299 , which was allocated as $ 1.9298 per pre-funded

warrant and $ 0.0001 per common warrant.

The pre-funded

warrants were immediately exercisable until exercised in full at an exercise price of $ 0.0001 per share of common stock.

The common warrants were immediately exercisable at an exercise price of $ 3.86 per share of common stock and will expire on the fifth anniversary of such initial exercisable date.

In addition, the Company granted the underwriter a 30-day option to purchase up to 2,331,606 additional shares of common stock and/or up to 2,331,606 additional common warrants.

In addition, the Company granted the underwriter a 30-day

option to purchase up to 2,331,606 additional shares of common stock and/or up to 2,331,606 additional common warrants.

The underwriter partially exercised this option and purchased 458,134 additional shares of common stock and 458,134 additional common warrants.

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Net proceeds from the offering, including the impact of the underwriter’s partial exercise of its option and net of underwriting discounts, commissions, and other offering expenses, totaled $ 27.9 million.

On October 17, 2023 an investor exercised 25,000 pre-funded warrants at an exercise price of $ 0.0001 per share.

On November 24, 2023, an investor exercised 20,000 Series 2 warrants at an exercise price of $ 1.93 per share.

On March 15, 2024 and March 18, 2024, investors exercised 105,888 and 26,472 pre-funded warrants, respectively, at an exercise price of $ 0.0001 per share.

2023 an investor exercised

warrants at an exercise price of $

0.0001 per share.

2023 , an investor exercised

20,000 Series

2 warrants at an exercise price of $

1.93 per share.

2024 and March

2024 , investors exercised

warrants, respectively, at an exercise price of $

0.0001 per share.

On April 10, 2024 and April 19, 2024, investors exercised 25,000 Series 2 warrants on each date, at an exercise price of $ 1.93 per share.

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On April 23, 2024, May 8, 2024, and May 21, 2024, investors exercised 27,500 , 697,475 , and 13,212 common warrants, respectively, at an exercise price of $ 3.86 per share.

On April 22, 2024 we closed a private investment in public equity (PIPE) financing in which we sold 5,749,152 shares of common stock at a price per share of $ 4.80 and, in lieu of shares of common stock, pre-funded warrants to purchase up to an aggregate of 2,584,239 shares of common stock at a price per pre-funded warrant of $ 4.7999 , to certain accredited institutional investors.

The pre-funded warrants were immediately exercisable until exercised in full at an exercise price of $ 0.0001 per share of common stock.

warrants to purchase up to an aggregate of 2,584,239 shares of common stock at a price per pre-funded

$ 4.7999 , to certain accredited institutional investors.

The pre-funded

warrants were immediately exercisable until exercised in full at an exercise price of $ 0.0001 per share of common stock.

Gross proceeds from the financing totaled $ 40.0 million.

Net proceeds, net of commissions and other offering expenses, totaled approximately $ 37.1 million.

On April 26, 2024, April 28, 2024, and May 16, 2024, investors exercised 350,000 , 438,000 , and 7,947 pre-funded

warrants, respectively, at an exercise price of $ 0.0001 per share.

As of June 30, 2024, there were 34,271,146 warrants outstanding.

On April 26, 2024, April 28, 2024, and May 16, 2024, investors exercised

438,000 , and

warrants, respectively, at an exercise price of $

0.0001 per share.

On July 25, 2024, an investor exercised 269,609 Series 2 warrants at an exercise price of $ 1.93 per share.

On September 12, 2024, an investor exercised 200,000 pre-funded

warrants at an exercise price of $ 0.0001 per share.

On August 29, 2024, the Company’s stockholders approved the exercise of certain existing warrants issued in April 2024, September 15, 2022 and August 11, 2023 in accordance with the rules of the Nasdaq Stock Market which otherwise would be subject to the Beneficial Ownership Limitation.

BENITEC BIOPHARMA INC.

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June 30, 2025 and 2024

The activity related to warrants during for the fiscal years ended June 30, 2024 and 2023, is summarized as follows:

On September 26, 2024, investors exercised 1,368,180 pre-funded

warrants at an exercise price of $ 0.0001 per share and exercised 5,181,347 common warrants at an exercise price of $ 3.86 per share.

Also on September 26, 2024, an investor exercised 588,236 Series 2 warrants at an exercise price of $ 1.93 per share.

On September 27, 2024, an investor exercised 200,274 pre-funded

warrants on a cashless basis.

On October 15, 2024, an investor exercised 425,000 pre-funded

warrants at an exercise price of $ 0.0001 per share.

On October 15, 2024, October 17, 2024, October 18, 2024, and October 29, 2024, investors exercised 1,496,214 , 308,803 , 950,000 , 1,554,404 common warrants, respectively, at an exercise price of $ 3.86 per share.

Also on October 29, 2024, an investor exercised 588,239 Series 2 warrants at an exercise price of $ 1.93 per share.

On December 12, 2024, an investor exercised 181,129 pre-funded

warrants on a cashless basis.

Also on December 18, 2024, investors exercised 53,921 Series 2 warrants at an exercise price of $ 1.93 per share.

On February 25, 2025, an investor exercised 51,813 common warrants, at an exercise price of $ 3.86 per share.

2025 , as part of the 2025 Underwritten Offering, the Company issued and sold

warrants to purchase

300,000 shares of Common Stock at an exercise price of $

0.0001 per share at a purchase price to investors of $

12.999 per warrant.

warrants are exercisable immediately and do not have an expiration date.

On April 11, 2025, an investor exercised 53,922 Series 2 warrants at an exercise price of $ 1.93 per share.

On May 20, 2025, an investor exercised 650,259 common warrants, at an exercise price of $ 3.86 per share.

Total net proceeds received by the Company during the fiscal year ended June 30, 2025 from the issuance of common stock, prefunded warrants, and exercises of warrants totaled $ 70.5 million.

As of June 30, 2025, there were 20,443,496 warrants outstanding.

The activity related to warrants for the fiscal years ended June 30, 2025 and 2024, is summarized as follows:

Outstanding at July 1, 2023

Pre-funded warrants issued September 15, 2022

Series 2 warrants issued September 16, 2022

Pre-funded warrants exercised

Outstanding at June 30, 2023

Exercisable at June 30, 2023

Pre-funded warrants issued August 11, 2023

warrants issued August 11, 2023

Common warrants issued August 11, 2023

Pre-funded warrants issued April 22, 2024

warrants issued April 22, 2024

Common warrants exercised

Series 2 warrants exercised

Pre-funded warrants exercised

warrants exercised

Outstanding and exercisable at June 30, 2024

Effective as of the closing of the August 2023 underwritten public offering conducted by the Company, the exercise price of the Series 2 warrants issued September 16, 2022 was automatically adjusted to $ 1.9299 as required by the terms of such warrants.

warrants issued March 25, 2025

warrants exercised

Series 2 warrants exercised

Common warrants exercised

Purchase warrants expired

Outstanding and exercisable at June 30, 2025

BENITEC BIOPHARMA INC.

Notes to Consolidated Financial Statements

June 30, 2025 and 2024

Equity Incentive Plan

Employee Share Option Plan

Upon the Re-domiciliation,

the Company assumed BBL’s obligations with respect to the settlement of options that were issued by BBL prior to the Re-

domiciliation pursuant to the Benitec Officers’ and Employees’ Share Option Plan (the “Plan”).

This includes the Company’s assumptions of the Plan and all award agreements pursuant to which each of the options were granted.

In connection with its re-domiciliation to the United States, the Company assumed BBL’s obligations with respect to the settlement of options that were issued by BBL prior to the re-domiciliation pursuant to the Benitec Officers’ and Employees’ Share Option Plan (the “Prior Plan”).

This includes the Company’s assumptions of the Prior Plan and all award agreements pursuant to which each of the options were granted.

Each option when exercised entitles the option holder to one share in the Company.

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If an employee dies, retires, or otherwise leaves the organization, and certain other conditions have been satisfied, generally the employee has 12 months to exercise their options, or the options are cancelled.

After the Re-domiciliation,

no new options have been or will be issued under the Plan.

After the re-domiciliation, no new options have been or will be issued under the Prior Plan.

On July 1, 2024, the Prior Plan and all options granted thereunder expired by its and their terms.

Equity and Incentive Compensation Plan

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director options vest in increments of one-third

on the day prior to each of the Company’s next

BENITEC BIOPHARMA INC.

Notes to Consolidated Financial Statements

June 30, 2024 and 2023

three annual stockholder meetings following the grant date.

on the day prior to

each of the Company’s next three annual stockholder meetings following the grant date.

Executive Options granted on December 9, 2024, and December 27, 2024, vest in sixteen substantially equal quarterly installments on the last day of each full fiscal quarter of the Company ending after the grant date.

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

If an option holder otherwise leaves the Company, other than for a termination by the Company for Cause (as defined in the 2020 Plan), the option holder generally has 90

days to exercise their vested options, or the options are cancelled.

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

The maximum contractual term of options granted under the 2020 Plan is ten years .

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.

On December 8, 2021, the Company’s stockholders approved an amendment to the 2020 Plan, which increased the number of shares of the Company’s common stock reserved under the 2020 Plan to 108,823

(as adjusted for the Reverse Stock Split).

On December 8, 2021, the Company’s stockholders approved an amendment to the 2020 Plan, which increased the number of shares of the Company’s common stock reserved under the 2020 Plan to 108,823 (as adjusted for the Reverse Stock Split).

For the fiscal year ended June 30, 2024, our named executive officers (“NEO’s”) were each granted equity incentive awards under the 2020 Plan.

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BENITEC BIOPHARMA INC.

Notes to Consolidated Financial Statements

June 30, 2025 and 2024

Equity Awards

The activity related equity awards, which are comprised of stock options, during the fiscal years ended June 30, 2024 and 2023, respectively, is summarized as follows:

Average Exercise

The activity related to equity awards, which are comprised of stock options during the fiscal years ended June 30, 2025 and 2024, respectively, is summarized as follows:

Outstanding at July 1, 2023

4 unchanged sentences

The weighted-average grant-date fair value of stock options granted during the years ended June 30, 2025 and June 30, 2024 was $ 10.70 and $ 4.39 , respectively.

BENITEC BIOPHARMA INC.

Notes to Consolidated Financial Statements

June 30, 2024 and 2023

The Company estimated the fair value of each employee equity award on the grant date using the Black-Scholes option-pricing model with the following assumptions:

The Company estimated the fair value of each employee equity award on the grant date using the Black-Scholes option-pricing model with the following

Fiscal Year Ended

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Under this approach, the expected term is presumed to be the midpoint between the average vesting date and the end of the contractual term.

Interest Rate.

Risk-free Interest Rate.

The Company bases the risk-free interest rate assumption on U.S.

Treasury constant maturities with maturities similar to those of the expected term of the equity award being valued.

BENITEC BIOPHARMA INC.

Notes to Consolidated Financial Statements

June 30, 2025 and 2024

Expected Dividend Yield.

The Company bases the expected dividend yield assumption on the fact that it has never paid dividends and does not expect to pay dividends in the foreseeable future.

In addition to assumptions used in the Black-Scholes option-pricing model, the Company estimates a forfeiture rate to calculate the equity-based compensation expense for equity awards.

The forfeiture rate is based on an analysis of actual and estimated forfeitures.

Compensation Expense

The classification of share-based compensation expense for the years ended:

In addition to assumptions used in the Black-Scholes option-pricing model, the Company accounts for forfeitures of share-based awards as they occur.

Share-Based Compensation Expense

The classification of share-based compensation expense is summarized as follows:

Research and development

1 unchanged sentence

Total share-based compensation expense

As of June 30, 2024 and 2023, there was $ 4,243,676 and $ 350,000 , respectively, of unrecognized share-based compensation expense related to stock options granted under the 2020 Plan.

Unrecognized expense as of June 30, 2024 is expected to be recognized over a weighted average period of 2.65 years.

Employee option awards-related stock-based compensation expense for the years ended June 30, 2021 and 2022, and the nine months ended March 31, 2023 was understated by a total of

$ 34 thousand.

The Company determined that this understatement is immaterial to the previously issued consolidated financial statements for the years ended June 30, 2021 and 2022, and the nine months ended March 31, 2023, and corrected it as of June 30, 2023.

As of June 30, 2025 and 2024, there was $ 26.6 million and $ 4.2 , respectively, of unrecognized share-based compensation expense related to stock options issued under the Share Option Plan and the

Unrecognized expense as of June 30, 2025 is expected to be recognized over a

average period of

Loss before provision for incom

e taxes cons isted of the following:

United States

International

BENITEC BIOPHARMA INC.

1 unchanged sentence

June 30, 2025 and 2024

Loss before provision for income taxes consisted of the following:

United States

International

The tax effects of significant items comprising the Company’s deferred taxes are as follows:

9 unchanged sentences

Prepaid expenses

Unrealized FX

Unrealized foreign exchange gains and losses

Total deferred tax liabilities

Net deferred taxes

ASC 740 requires that the tax benefit of net operating losses, temporary differences and credit carryforwards be recorded as an asset to the extent that management assesses that realization is “more likely than not.” Realization of the future tax benefits is dependent on the Company’s ability to generate sufficient taxable income within the carryforward period.

740 requires that the tax benefit of net operating losses, temporary differences and credit carryforwards be recorded as an asset to the extent that management assesses that realization is “more likely than not.” Realization of the future tax benefits is dependent on the Company’s ability to generate sufficient taxable income within the carryforward period.

Because of the Company’s recent history of operating losses, management believes that recognition of the deferred tax assets arising from the above-mentioned future tax benefits is currently not likely to be realized and, accordingly, has provided a valuation allowance.

As of June 30, 2024 and 2023, the Company established a valuation allowance against its deferred tax assets due to the uncertainty surrounding the realization of such assets.

BENITEC BIOPHARMA INC.

Notes to Consolidated Financial Statements

June 30, 2024 and 2023

The valuation allowance decreased $ 1.329 million during the year ended June 30, 2024.

Net operating losses and tax credit carryforwards as of June 30, 202 4

are as follows:

2024 , the Company established a valuation allowance against its deferred tax assets due to the uncertainty surrounding the realization of such assets.

The valuation allowance increased

$ 4.45 million during the year ended June 30, 2025.

Net operating losses and tax credit carryforwards as of June 30, 2025 are as follows:

Net operating losses, federal (post-December 31, 2017)

3 unchanged sentences

Do not expire

BENITEC BIOPHARMA INC.

Notes to Consolidated Financial Statements

June 30, 2025 and 2024

The effective rate of the Company’s provision (benefit) for income taxes differs from the federal statutory rate as follows:

5 unchanged sentences

Section 382 Write-off

Section 162m Write-off

The Company is subject to taxation in the U.S., various state jurisdictions and Australia.

The Company’s tax returns for the tax years 2014 , 2016 , and 2019 through 2022 are open and are subject to examination by federal taxing authorities and the Company’s tax returns for tax years 2011 through 2022 are subject to examination by state taxing authorities.

The Company’s tax returns for the tax

2019 through 2023 are open and are subject to examination by federal taxing authorities and the Company’s tax returns for tax years 2020 through 2023 are subject to examination by state taxing authorities.

The Company is not currently undergoing a tax audit in any federal, state, or Australian jurisdiction.

1 unchanged sentence

The Company has elected to include interest and penalties as a component of tax expense.

During the year ended June 30, 2024, the Company did not recognize accrued interest and penalties related to unrecognized tax benefits.

The Company does not anticipate that the amount of existing unrecognized tax benefits will significantly increase or decrease during the next 12 months.

During the year ended June

2025 , the Company did not recognize accrued interest and penalties related to unrecognized tax benefits.

The Company does not anticipate that the amount of existing unrecognized tax benefits will significantly increase or decrease during the next

Internal Revenue Code Section 382 places a limitation (“Section 382 Limitation”) on the amount of taxable income that can be offset by NOL carryforwards after a change in control (generally greater than 50 % change in ownership within a three-year period) of a loss corporation.

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June 30, 2025 and 2024

On March 27, 2020, the Coronavirus Aid, Relief and Economic Security (“CARES”) Act was enacted and signed into law and GAAP requires recognition of the tax effects of new legislation during the reporting period that includes the enactment date.

The CARES Act includes changes to the tax provisions that benefits business entities, and makes certain technical corrections to the 2017 Tax Cuts and Jobs Act.

The tax relief measures for businesses in the CARES Act include a five-year net operating loss carryback for certain net operating losses, suspension of the annual deduction limitation of 80 % of taxable income for certain net operating losses, changes in the deductibility of interest, acceleration of alternative minimum tax credit refunds, payroll tax relief, and a technical correction to allow accelerated deductions for qualified improvement property.

The CARES Act also provides other non-tax

benefits to assist those impacted by the pandemic.

The Company evaluated the impact of the CARES Act and determined that there is no material impact to the income tax provision for the fiscal year ended June 30, 2024.

On August 16, 2022, the President signed into law H.R.

5376 (commonly called the “Inflation Reduction Act of 2022”).

The primary tax provisions in the new law include an alternative minimum tax (AMT) on certain large corporations, a tax on stock buybacks and certain energy-related tax credits, each of which become effective after December 31, 2022.

The provisions of the Inflation Reduction Act are not expected to have a material effect on the Company’s financial statements and related disclosures.

On June 27, 2024, California’s Governor signed Senate Bill 167 (SB 167), which limits the use of net operating losses and business credits for tax years beginning on January 1, 2024, and before January 1, 2027.

1 unchanged sentence

The Company evaluated the impact of SB 167 and determined that the legislation did no t materially impact the Company’s income tax provision for the fiscal year ended June 30,

In July 2025, the U.S.

government enacted comprehensive legislation commonly referred to as the One Big Beautiful Bill Act of 2025 (the “OBBB”).

The OBBB, which includes a broad range of tax reform provisions, including extending and modifying certain key Tax Cuts and Jobs Act provisions (both domestic and international).

It includes reinstating the option to claim 100 % accelerated deprecations deductions on qualified property and immediate expensing of domestic research and development costs.

Income tax accounting guidance requires the effects of tax law changes to be recognized in the period of enactment.

Since the legislation was signed into law after June 30, 2025, it had no impact on our operating results for the fiscal year ended June 30, 2025.

The provisions of the OBBB are currently not expected to have a material effect on the Company’s financial statements and related disclosures;

however, the Company will continue to monitor developments and evaluate any potential future impacts.

Commitments and contingencies

5 unchanged sentences

The Company is not a party to any material legal proceedings, nor is it aware of any material pending or threatened litigation.

There are no contingent liabilities as of June 30, 2024 and 2023, respectively.

See Note 9 above for lease commitments.

Segment reporting

The Company’s operating segments are components of the Company for which separate discrete financial information is available and is evaluated by the Company’s chief operating decision maker (“CODM”), the Chief Executive Officer

, in deciding how to allocate resources and assess performance.

The Company’s CODM views the Company’s operations and manages its business as a single reportable segment with a single

operating segment, which is the business of discovery and development of therapeutic agents in the treatment of genetic disorders .

While the Company has subsidiaries in several geographic regions, there are no standalone operations;

rather, all R&D activities are supported by a single corporate team.

The determination of a single reportable segment is consistent with the consolidated financial information available and regularly reviewed by the Company’s CODM.

The Company manages R&D activities and operating expenses on a consolidated basis.

BENITEC BIOPHARMA INC.

1 unchanged sentence

June 30, 2025 and 2024

The CODM uses comprehensive net loss in making decisions regarding resource allocation and evaluating financial performance, which is also reported on the consolidated statements of operations and comprehensive loss.

The measure of segment assets is reported on the consolidated balance sheets as total assets.

The following table represents the potential format for reporting the results of the Company’s reportable segment for the year ending June 30, 2025:

Fiscal Year Ended

Operating Expenses

Royalties and license fees

Research and development

General and administrative

Other segment items

Other segment items include foreign currency transaction gain (loss), interest income (expense), other expense, net gain on extinguishment of liabilities, and unrealized loss on investment

Related party transactions

During the years ended June 30, 2024 and 2023, the Company did not enter into any related party transactions.

Loss per share

Net loss (US$’000)

Deemed dividend

Net loss attributable to common stockholders

Weighted average number of shares used in calculating basic and diluted earnings per share

Basic and diluted loss per share

Outstanding warrants and options amounting to 35,453,286 and 2,456,032 to acquire common stock are considered anti-dilutive for the fiscal years ended June 30, 2024 and June 30, 2023, respectively.

Updated quarterly results (Unaudited)

The exercise price adjustment feature in the Company’s Series 2 warrant agreement was triggered by the Company’s August 11, 2023 public offering.

Specifically, the exercise price of the Series 2 Warrants was reset as of that date from $ 11.22 to $ 1.9299 .

The adjustment to the exercise price of such warrants results, solely for accounting purposes, in a deemed dividend totaling $ 618,987 .

This amount was not recognized in the Company’s reported results for the quarter ended September 30, 2023, the three- and six-month periods ending December 31, 2023, and the three- and nine-month periods ending March 31, 2024.

The impact of this adjustment to the exercise price will be accounted for as an increase in the Company’s accumulated deficit with an offsetting increase in Additional Paid-In Capital.

In addition, the deemed dividend will be added to the Company’s net loss, increasing loss attributable to common stockholders for purposes of computing earnings per share.

As detailed in the tables below, the update resulted in an understatement of the Company’s accumulated deficit, APIC and net loss per share for the quarter ended September 30, 2023, the six-month period ended December 31, 2023, and the nine-month period ended March 31, 2024.

There is no impact on the net loss per share for each of the three-month periods ended December 31, 2023 and March 31, 2024.

Pursuant to ASC 250 “Accounting changes and error corrections” issued by the FASB and SAB 99” Materiality” issued by the Securities and Exchange Commission, the Company determined the impact of the error was immaterial, both quantitatively and qualitatively, to the previously issued interim financial statements as presented below.

Net Loss per Share

During the years ended June 30, 2025 and 2024, the Company did not enter into any related party transactions other than as set forth below or equity and other compensation, termination, change in control and other arrangements, which are described or incorporated by reference in Part III of this Annual Report on Form 10-K.

On August 11, 2023, we closed an underwritten public offering of common stock and pre-funded warrants (the “2023 Pre-Funded Warrants”) and common warrants (the “2023 Common Warrants”) that were purchased together with the common stock and the 2023 Pre-Funded Warrants (the “2023 Offering”).

We sold an aggregate of 875,949 shares of common stock and 15,126,226 of 2023 Pre-Funded Warrants exercisable for shares of our common stock at an exercise price of $ 0.0001 per share, and 16,002,175 of 2023 Common Warrants exercisable for shares of our common stock at an exercise price of $ 3.86 per share in the 2023 Offering.

The net proceeds to us from the 2023 Offering were approximately $ 28.6 million, after deducting underwriting discounts and commissions and estimated 2023 Offering expenses payable by us, and excluding any proceeds we may receive upon exercise of the 2023 Pre-Funded Warrants or the 2023 Common Warrants.

Entities affiliated with Suvretta, Franklin Resources and Janus Henderson Group plc, each a beneficial owner of more than five percent of the outstanding shares of our common stock, participated in the offering on the same terms as other investors.

Kevin Buchi, one of our directors, purchased 51,813 shares of common stock in the 2023 Offering for an aggregate gross purchase price of approximately $ 99,999 .

Megan Boston, our Chief Financial Officer and one of our directors, purchased

25,907 shares of common stock in the 2023 Offering for an aggregate gross purchase price of approximately $ 50,000 .

On April 22, 2024 we closed a private investment in public equity (PIPE) financing (the “April 2024 private placement”) in which we sold 5,749,152 shares of common stock at a price per share of $ 4.80 and, in lieu of shares of common stock, pre-funded warrants to purchase up to an aggregate of 2,584,239 shares of common stock at a price per pre-funded warrant of $ 4.7999 , to certain institutional accredited investors.

The pre-funded warrants were immediately exercisable until exercised in full at an exercise price of $ 0.0001 per share of common stock.

Gross proceeds from the financing totaled $ 40.0 million.

Net proceeds, net of commissions and other offering expenses, totaled approximately $ 37.1 million.

BENITEC BIOPHARMA INC.

1 unchanged sentence

June 30, 2025 and 2024

Accumulated Deficit

Entities affiliated with each of Suvretta Capital and Franklin Resources, Inc., both of which were greater than 5% stockholders prior to the offering, participated in the April 2024 private placement, purchasing $ 16,750,004 and $ 1,000,003 of securities in the transaction, respectively.

In connection with the 2024 private placement, each of Nemean Asset Management, Adage Capital Partners, HBM Healthcare Investments, Nantahala Capital Management, and Special Situations Fund become beneficial owners of more than 5% of our outstanding shares of common stock.

In connection with the April 2024 private placement, we entered into a Voting Commitment Agreement with the purchasers in the private placement (the “Voting Commitment Agreement”).

Pursuant to the Voting Commitment Agreement, the Company was obligated to use its reasonable best efforts to obtain stockholder approval of the exercise of the Pre-Funded Warrants issued in the private placement and the warrants issued in the Company’s underwritten public offerings on September 15, 2022 and August 11, 2023 (the “Existing Warrants,” and together with the Pre-Funded Warrants, the “Warrants”) in accordance with the rules of the Nasdaq Stock Market which otherwise would be subject to the Beneficial Ownership Limitation (the “Stockholder Approval”).

The Company obtained the Stockholder Approval by the Company’s stockholders at the Company’s Special Meeting of Stockholders held August 29, 2024.

As a result of the Stockholder Approval, holders of the Existing Warrants can waive the 19.99 % beneficial ownership limitation that would otherwise be applicable to such holder.

Suvretta Capital has waived the limitation is now subject to a 49.9 % beneficial ownership limitation.

We also entered into a Board Designation Side Letter (the “Board Designation Agreement”) with Suvretta Capital at the closing of the April 2024 private placement.

Pursuant to the Board Designation Agreement, the Company agreed to consider for appointment and appoint Kishen Mehta to the Company’s Board, upon consummation of the April 2024 private placement, and in such board class as determined by the Company prior to his appointment.

Mehta was appointed to the Board as a Class I director on June 26, 2024.

On September 26, 2024, Suvretta Capital, on behalf of itself and each of the Suvretta Funds, entered into a waiver with the Company, pursuant to which, among other things (i) Suvretta Capital waived the 19.99% beneficial ownership limitation set forth in each of the warrants held by the Suvretta Funds, and (ii) Suvretta Capital and the Company agreed 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 (calculated as provided in the applicable warrants) of Suvretta Capital in the Company following such exercise would exceed 49.9% .

On March 25, 2025, we entered into an Underwriting Agreement with Leerink Partners LLC and TD Securities (USA) LLC, as representatives of the several underwriters named therein, pursuant to which we agreed to issue and sell, in an underwritten offering by us (the “Underwritten Offering”), (i) 1,143,000 shares of our common stock, par value $ 0.0001 per share (the “Common Stock”) at a purchase price to investors of $ 13.00 per share, and (ii) pre-funded warrants to purchase 300,000 shares of Common Stock at an exercise price of $ 0.0001 per share at a purchase price to investors of $ 12.999 per warrant.

In connection with the Underwritten Offering, we entered into a Securities Purchase Agreement with entities affiliated with each of Suvretta Capital, a greater than 5% beneficial owner prior to the offering (together, the “Purchasers”), pursuant to which we agreed to issue and sell to the Purchasers an aggregate of 900,000 shares of Common Stock at a purchase price of $ 13.00 per share in a registered direct offering (the “Direct Offering,” and together with the Underwritten Offering, the “Offerings”), the same price per share as the offering price in the Underwritten Offering.

We received gross proceeds of approximately $ 30.5 million and net proceeds of approximately $ 28.2 million from the Offerings.

Subsequent events

On July 22, 2024, an investor exercised 269,609 Series 2 warrants at an exercise price of $ 1.93 per share.

On September 11, 2024, an investor exercised 200,000 pre-funded warrants at an exercise price of $ 0.0001 per share.

On July 1, 2024, the Plan and all options granted thereunder expired by its and their terms.

On August 29, 2024, the Company’s stockholders approved an amendment to the 2020 Plan, which increased the number of shares of the Company’s common stock reserved under the 2020 Plan to 8,204,537 and approved the exercise of certain existing warrants issued in April 2024, September 15, 2022 and August 11, 2023 in accordance with the rules of the Nasdaq Stock Market which otherwise would be subject to the Beneficial Ownership Limitation.

Changes in and Disagreements with Accountants on Accounting and Financial Disclosure.

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 8. Financial Statements and Supplementary Data