benitec生物制药有限公司美股招股说明书(2025-06-02版)

The registration for resale of the shares of Common Stock covered by this prospectus does not mean that the Selling Stockholders will offer or sell any of the shares of Common Stock. The Selling Stockholders may sell the shares of Common Stock covered by this prospectus in a number of differentways and at varying prices. For additional information on the possible methods of sale that may be used by the Selling Stockholders, you should refer tothe section of this prospectus entitled “Plan of Distribution” beginning on page14 of this prospectus. For information on the Selling Stockholders, see Our common stock is listed on The Nasdaq Capital Market under the symbol “BNTC.” On May30, 2025, the last reported sale price of our CommonStock on The Nasdaq Capital Market was $15.36 per share.Investing in our securities involves risks. You should carefully consider the risk factors included under the heading“Risk Factors” in this prospectus and under that heading or similar headings in the other documents incorporated by Neither the Securities and Exchange Commission nor any state securities commission has approved or disapproved of the securities describedin this prospectus or passed upon the adequacy or accuracy of this prospectus. Any representation to the contrary is a criminal offense.The date of this prospectus is June 2, 2025. Unless the context otherwise requires, the terms “Benitec,” the “Company,” “we,” “us,” “our” and similar terms used in this prospectus refer to BenitecBiopharma Inc., a Delaware corporation, and its subsidiaries.This prospectus is part of a registration statement on FormS-3that we filed with the Securities and Exchange Commission (“SEC”). You should relyonly on the information contained in or incorporated by reference into this prospectus or contained in any free writing prospectus or prospectussupplement prepared by or on behalf of us or to which we have referred you. We have not, and the Selling Stockholders have not, authorized anyone to the United States who come into possession of this prospectus must inform themselves about, and observe any restrictions relating to, the offering of thesecurities covered hereby and the distribution of this prospectus outside the United States. The information in this prospectus is accurate only as of thedate of this prospectus, regardless of the time of delivery of this prospectus or any sale of our shares of Common Stock.You should read this prospectus and the information incorporated by reference in this prospectus before making an investment in our securities. See“Documents Incorporated by Reference” and “Where You Can Find More Information” for more information. You should rely only on the informationcontained in or incorporated by reference in this prospectus. We have not authorized anyone to provide you with different information. This prospectus We further note that the representations, warranties and covenants made by us in any document that is filed as an exhibit to the registration statement ofwhich this prospectus is a part and in any document that is incorporated by reference herein were made solely for the benefit of the parties to suchagreement, including, in some cases, for the purpose of allocating risk among the parties to such agreements, and should not be deemed to be arepresentation, warranty or covenant to you. Moreover, such representations, warranties or covenants were accurate only as of the date when made.Accordingly, such representations, warranties and covenants should not be relied on as accurately representing the current state of our affairs. •BENITEC®•GIVING DISEASE THE SILENT TREATMENT® •SILENCING GENES FOR LIFE® licensor to these trademarks and trade names. We do not intend our use or display of other companies’ trade names, trademarks or service marks toimply a relationship with, or endorsement or sponsorship of us by, any other companies. Each trademark, trade name or service mark of any other This summary highlights information contained elsewhere or incorporated by reference into this prospectus. This summary does not contain all of between the Company, Averill Master Fund, Ltd. (“Averill”) and Averill Madison Master Fund, Ltd. (“Averill Madison,” and together with Averill,the “Selling Stockholders”) (such offering, the “Registered Direct Offering,” and together with the Underwritten Offering, the “Offerings”). The Underwritten Offering was $12.9999. Upon the closing of the Offerings, the Company received aggregate gross proceeds of approximately$30million, before deducting underwriting discounts and commissions and estimated offering expenses payable by the Company.In connection with the closing of the Registered Direct Offering, on March26, 2025 (the “Closing Date”), we entered into a Registration RightsAgreement (the “Registration Rights Agreement”) with the Selling Stockholders, pursuant to which we agreed to register for resale the shares ofCommon Stock sold to the Selling Stockholders in the Reg