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Item 9A. Controls and Procedures

2025-09-22 compared with 2024-09-26 · 60 added, 30 removed, 122 unchanged (42% of the section changed)

3 unchanged sentences

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

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

Based on this evaluation, our principal executive officer and principal financial officer concluded that, have concluded that our disclosure controls and procedures were not effective as of June 30, 2025 because of the material weakness identified in our internal control over financial reporting.

Changes in Internal Control Over Financial Reporting

3 unchanged sentences

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

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

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

Based on this evaluation, our management has concluded that our internal control over financial reporting was not effective as of June 30, 2025 due to a material weakness in our internal controls as described below.

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

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

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

In connection with our audited consolidated financial statements for the year ended June 30, 2025, management identified a material weakness in our internal control over financial reporting with respect to:

Inadequate design and implementation of controls over our share-based compensation calculation review process.

Specifically, we did not design and/or implement process level controls to ensure all inputs used in share-based compensation expense calculations are complete and accurate, including review of the vesting allocation method applied by the equity system.

The material weakness resulted in the restatement of the consolidated financial statements for the quarterly periods as of and for the periods ended March 31, 2025, and December 31, 2024.

Notwithstanding the material weakness identified above, management has concluded that our consolidated financial statements included in this Annual Report fairly present in all material respects the financial condition, results of operations and cash flows of the Company in accordance with US GAAP for each of the periods presented therein.

In order to remediate this matter, we plan to perform, or already have performed, the following remediating steps:

Updated the equity system’s default vesting allocation method configuration;

Enhanced management’s quarterly share-based compensation review process to identify and verify all relevant inputs of the share-based compensation expense calculation, including review over the completeness and accuracy of the vesting allocation method applied by the equity system.

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

Remediation of Previously Reported Material Weakness in Internal Control Over Financial Reporting

As reported in Part II, Item 9A, Controls and Procedures, of our Annual Reports on Form 10-K for the fiscal year ended June 30, 2024, filed on September 26, 2024, we previously identified a material weakness in our internal controls resulting from our accounting personnel not being able to process and account for complex, non-routine transactions in accordance with US GAAP.

Since identifying the material weakness, our management has designed and implemented new or enhanced internal control procedures, which we believe address both the identified material weakness and strengthens our overall financial control environment, including:

Adding financial reporting controls over the review of significant and unusual transactions, review of the quarterly disclosure checklist and review of EPS computations;

Formalizing the flow of business transactions communicated to the accounting function;

Hiring additional accounting personnel to allow for more robust review of complex, non-routine transactions to prevent similar occurrences in the future;

Engaging, as necessary, an accounting advisory firm with technical accounting expertise to assist in the accounting and reporting of complex, non-routine transactions;

Increasing access to accounting literature and research materials, including participation in ongoing continuing education requirements and periodically hosted accounting and reporting conferences.

Our management has completed the implementation of significant enhancements to our procedures and newly implemented controls.

Based on the results of our testing, our management has determined that the newly implemented controls have been designed and operating effectively for a sufficient period to conclude that the previously identified material weakness was remediated as of June 30, 2025.

Limitations on Effectiveness of Controls and Procedures

1 unchanged sentence

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

We are a non-accelerated

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

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

Other Information.

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

trading arrangement” or a “non-Rule

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

Disclosure Regarding Foreign Jurisdictions that Prevent Inspections.

During the three-month period ended June 30, 2025, none of our directors or officers adopted, modified or terminated a “Rule 10b5-1 trading

arrangement” or a “non-Rule

10b5-1 trading

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

Disclosure Regarding

Foreign Jurisdictions that Prevent Inspections.

Directors, Executive Officers and Corporate Governance.

20 unchanged sentences

Exhibit Index

Amended and Restated Scheme Implementation Agreement (incorporated by reference to Exhibit 99.4 of the Current Report on Form 6-K of Benitec Biopharma Limited (File No.

Amended and Restated Scheme Implementation Agreement (incorporated by reference to Exhibit 99.4 of the Form 6-K of Benitec Biopharma Limited (File No.

001-37518) furnished on March 18, 2020)

4 unchanged sentences

Certificate of Amendment to the Amended and Restated Certificate of Incorporation of Benitec Biopharma Inc., effective July 26, 2023 (incorporated by reference to Exhibit 3.1 to the Registrant’s Form 8-K filed on July 25, 2023)

Certificate of Amendment to the Amended and Restated Certificate of Incorporation of Benitec Biopharma Inc., effective December 9, 2024 (incorporated by reference to Exhibit 3.1 to the Registrant’s Form 8-K filed on December 10, 2024)

Amended and Restated Bylaws of Benitec Biopharma Inc.

2 unchanged sentences

(incorporated by reference to Exhibit 4.1 to the Registrant’s Form 8-K filed on April 15, 2020)

Form of Purchase Warrant (incorporated by reference to Exhibit 99.4 of the Current Report on Form 6-K of Benitec Biopharma Limited (File No.

Form of Purchase Warrant (incorporated by reference to Exhibit 99.4 to the Form 6-K of Benitec Biopharma Limited (File No.

001-37518) furnished on September 30, 2019 )

9 unchanged sentences

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

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

Form of Pre-Funded Warrant (incorporated by reference to Exhibit 4.1 to the Registrant’s Form 8-K filed on April 19, 2024)

Form of Pre-Funded Warrant (incorporated by reference to Exhibit 4.1 to the Company’s Form 8-K filed on March 26, 2025)

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

Share Subscription Agreement, dated October 24, 2016, between Nant Capital, LLC and Benitec Biopharma Limited (incorporated by reference to Exhibit 10.1 to the Registration Statement on Form F-3 of Benitec Biopharma Limited (File No.

333-218400) filed with the SEC on June 1, 2017)

333-218400) filed on June 1, 2017)

Commercial Lease Agreement between Hayward Point Eden I Limited Partnership and Benitec Biopharma Limited (incorporated by reference to Exhibit 10.5 to the Registration Statement on Form F-1 of Benitec Biopharma Limited (File No.

333-205135) filed with the SEC on June 22, 2015)

Employment agreement between Megan Boston and Benitec Biopharma Limited dated July 11, 2018 (incorporated by reference to Exhibit 10.3 to the Registration Statement on Form S-1 of the Registrant.

333-39267) filed with the SEC on August 14, 2020)

333-205135) filed on June 22, 2015)

Employment agreement between Megan Boston and Benitec Biopharma Limited dated July 11, 2018 (incorporated by reference to Exhibit 10.3 to the Registrant’s Form S-1 filed on August 14, 2020)

Employment agreement between Dr.

Banks and Tacere Therapeutics, Inc.

dated September 11, 2018 (incorporated by reference to Exhibit 10.4 to the Registration Statement on Form S-1 of the Registrant.

333-39267) filed with the SEC on August 14, 2020)

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

dated September 11, 2018 (incorporated by reference to Exhibit 10.4 to the Registrant’s Form S-1 filed on August 14, 2020)

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

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

1 unchanged sentence

333-209398) filed on February 4, 2016))

Form of Option Award Agreement under the Benitec Officers’ and Employees’ Share Option Plan (incorporated by reference to Exhibit 10.9 to the Registration Statement on Form S-1 of the Registrant.

333-39267) filed on August 14, 2020)

Form of Option Award Agreement under the Benitec Officers’ and Employees’ Share Option Plan (incorporated by reference to Exhibit 10.9 to the Registrant’s Form S-1 filed on August 14, 2020)

Benitec Biopharma Inc.

15 unchanged sentences

Board Designation Agreement, dated April 22, 2024, by and between Benitec Biopharma Inc.

and Suvretta Capital Management, LLC (incorporated by reference to Exhibit 10.4 to the Registrant’s Quarterly Report on Form 10-Q filed on May 13, 2024)

Insider Trading Policy

and Suvretta Capital Management, LLC (incorporated by reference to Exhibit 10.4 to the Registrant’s Form 10-Q filed on May 13, 2024)

Sales Agreement, dated October 11, 2024, between Benitec Biopharma Inc.

and Leerink Partners LLC (incorporated by reference to Exhibit 1.1 to the Registrant’s Form 8-K filed on October 11, 2024)

Letter Agreement, dated as of September 26, 2024, by and between Benitec Biopharma Inc.

and Suvretta Capital Management, LLC (incorporated by reference to Exhibit 99.1 to the Registrant’s Form 8-K filed on October 8, 2024)

Underwriting Agreement, dated March 25, 2025, by and between Benitec Biopharma Inc., Leerink Partners LLC and TD Securities (USA) LLC (incorporated by reference to Exhibit 1.1 to the Registrant’s Form 8-K filed on March 26, 2025)

Securities Purchase Agreement, dated March 25, 2025, by and between Benitec Biopharma Inc., Averill Master Fund, Ltd.

and Averill Madison Master Fund, Ltd.

(incorporated by reference to Exhibit 10.1 to the Registrant’s Form 8-K filed on March 26, 2025)

Registration Rights Agreement, dated March 26, 2025, by and between Benitec Biopharma Inc., Averill Master Fund, Ltd.

and Averill Madison Master Fund (incorporated by reference to Exhibit 10.1 to the Registrant’s Form 8-K filed on March 27, 2025)

Fourth Amendment to Lease, dated August 30, 2021, by and between Hayward Point Eden I Limited Partnership and Benitec Biopharma Inc.

(incorporated by reference to Exhibit 10.4 to the Registrant’s Form 10-Q filed on May 14, 2025)

Fifth Amendment to Lease, dated February 24, 2025, by and between Hayward Point Eden I Limited Partnership and Benitec Biopharma Inc.

(incorporated by reference to Exhibit 10.5 to the Registrant’s Form 10-Q filed on May 14, 2025)

Insider Trading Policy (incorporated by reference to Exhibit 19.1 to the Registrant’s Form 10-K filed on September 26, 2024)

List of significant subsidiaries

6 unchanged sentences

Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002

Benitec Biopharma Inc.

Dodd-Frank Clawback Policy

Instance Document

10 unchanged sentences

Not applicable.

Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized, in the city of Hayward, State of California, on the 26th day of September 2024.

BENITEC BIOPHARMA INC.

5 unchanged sentences

Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed below by the following persons on behalf of the registrant and in the capacities and on the dates indicated.

Chief Executive Officer, Director

(principal executive officer)

Chief Executive Officer, Chairman of the Board and Director (principal executive officer)

September 22, 2025

/s/ Megan Boston

Executive Director, Director

(principal accounting and financial officer)

Chief Financial Officer, Director

(principal accounting and financial

September 22, 2025

9 unchanged sentences

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

What changed 10-K

Item 9A. Controls and Procedures