本宁泰生物制药有限公司美股招股说明书(2025-11-05版)

Benitec Biopharma Inc. Shares of Common StockPre-FundedWarrants to PurchaseShares of Common StockShares of Common Stock underlying thePre-FundedWarrants We are offeringshares of our common stock, par value $0.0001 per share (“common stock”) andpre-fundedwarrants (and the shares of common stock that are issuable from time to time upon exercise of thepre-fundedwarrants), pursuant to anunderwritten offering on a firm commitment basis ofshares of Common Stock andpre-fundedwarrants and a concurrentregistered direct offering ofshares of common stock. The offering price in both offerings is $per share. This prospectussupplement relates to the sale of the common stock andpre-fundedwarrants under both offerings. We are offering to certain purchasers whose purchase of shares of common stock in the underwritten offering would otherwise result inthe purchaser, together with its affiliates and certain related parties, beneficially owning more than 4.99% (or, at the election of the purchaser,9.99%) of our outstanding common stock immediately following the consummation of the offerings hereunder, the opportunity to purchase, ifsuch purchasers so choose,pre-fundedwarrants in lieu of shares of common stock that would otherwise result in any such purchaser’sbeneficial ownership exceeding 4.99% (or, at the election of the purchaser, 9.99%) of our outstanding common stock. Eachpre-fundedwarrantwill be exercisable for one share of our common stock and will be exercisable at any time after its original issuance until exercised in full. Thepurchase price of eachpre-fundedwarrant will be equal to the price at which a share of common stock is sold to the public hereunder, minus$0.0001, and the exercise price of eachpre-fundedwarrant will be $0.0001 per share. For eachpre-fundedwarrant we sell, the number ofshares of common stock we are offering will be decreased on aone-for-onebasis. This prospectus supplement also relates to the shares ofcommon stock issuable upon exercise of thepre-fundedwarrants sold in the underwritten offering. Our common stock is currently listed on the Nasdaq Capital Market under the symbol “BNTC.” On November4, 2025, the last reportedsale price of our common stock on the Nasdaq Capital Market was $15.71 per share. There is no established public trading market for thepre-fundedwarrants, and we do not expect a market to develop. In addition, we do not intend to apply for the listing of thepre-fundedwarrantson any national securities exchange. Without an active trading market, the liquidity of thepre-fundedwarrants will be limited. We are a smaller reporting company” under the federal securities laws and are subject to reduced public company reportingrequirements. Investing in our securities involves a high degree of risk. Please read “Risk Factors” beginning on pageS-9 of thisprospectus supplement and those found in the accompanying prospectus and under similar headings in the documentsincorporated by reference herein and therein before investing in our securities. Neither the Securities and Exchange Commission (the “SEC”) nor any state securities commission has approved or disapprovedof these securities or passed upon the adequacy or accuracy of this prospectus supplement or the accompanying prospectus. Anyrepresentation to the contrary is a criminal offense. (1)We have agreed to pay the placement agents for the concurrent registered direct offering a placement agent fee in an amount equal to% of the aggregate gross proceeds in the concurrent registered direct offering. See “Plan of Distribution” beginning onpageS-32.(2)We have agreed to reimburse the underwriters for certain expenses, which is not reflected in the proceeds to us before expenses. See“Underwriting” beginning on page S-27. We have granted the underwriter a30-dayoption to purchase an aggregate of up toadditional shares of our common stock from usat the public offering price per share of common stock, less the underwriting discounts and commissions. See “Underwriting.” Delivery of the securities offered in the underwritten offering is expected to be made on our about, 2025. Delivery of the commonstock sold in the concurrent registered direct offering is expected to be made by us to the investors on or about, 2025. Table of Contents TABLE OF CONTENTS Prospectus Supplement About This Prospectus SupplementProspectus Supplement SummaryThe OfferingRisk FactorsNote Regarding Forward-Looking StatementsUse of ProceedsDescription ofPre-FundedWarrantsDividend PolicyDilutionMaterial United States Federal Income Tax ConsiderationsUnderwritingPlan of DistributionLegal MattersExpertsWhere You Can Find More InformationIncorporation of Certain Information by Reference Prospectus About this Prospectus Trademarks and TradenamesSummaryRisk Factors SummaryRisk FactorsSpecial Note Regarding Forward-Looking StatementsUse of ProceedsDescription of Capital StockDescription of Debt SecuritiesDescription of WarrantsDescription of UnitsPlan of Distributio