Benitec Biopharma Inc美股招股说明书(2025-11-07版)

7,411,481 Shares of Common Stock We are offering 7,411,481 shares of our common stock, par value $0.0001 per share (“common stock”), pursuant to an underwritten offering on afirm commitment basis of 5,930,000 shares of common stock and a concurrent registered direct offering of 1,481,481 shares of common stock. Theoffering price in both offerings is $13.50 per share. This prospectus supplement relates to the sale of the common stock under both offerings. Our common stock is currently listed on the Nasdaq Capital Market under the symbol “BNTC.” On November5, 2025, the last reported sale priceof our common stock on the Nasdaq Capital Market was $15.78 per share. 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-8 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 disapproved of thesesecurities or passed upon the adequacy or accuracy of this prospectus supplement or the accompanying prospectus. Any representation to thecontrary is a criminal offense. PerShareofCommonStockTotalPublic offering price in the underwritten offering$13.50$80,055,000Offering price in the concurrent registered direct offering(1)$13.50$19,999,994Underwriting discounts and commissions(2)$0.81$6,003,300Proceeds to us (before expenses)$12.69$94,051,694 (1)We have agreed to pay the placement agents for the concurrent registered direct offering a placement agent fee in an amount equal to 6% of theaggregate gross proceeds in the concurrent registered direct offering. See “Plan of Distribution” beginning onpageS-27.(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 onpageS-22. We have granted the underwriters a30-dayoption to purchase an aggregate of up to 889,500 additional shares of our common stock from us at thepublic 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 November7, 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 November7, 2025. LeerinkPartners Table of Contents TABLE OF CONTENTS Prospectus Supplement About This Prospectus SupplementProspectus Supplement SummaryThe OfferingRisk FactorsNote Regarding Forward-Looking StatementsUse of ProceedsDividend 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 DistributionLegal MattersExpertsDocuments Incorporated by ReferenceWhere You Can Find More Information Table of Contents ABOUT THIS PROSPECTUS SUPPLEMENT This prospectus supplement and the accompanying prospectus form part of a registration statement onFormS-3that we have filed with the SEC,utilizing a “shelf” registration process. This document contains two parts. The first part consists of this prospectus supplement, which provides you withspecific information about the underwritten offering and the concurrent registered direct offering. The second part, the accompanying prospectus,provides more general information, some of which may not apply to the offerings. Generally, when we refer only to the “prospectus,” we are referring toboth parts combined. This prospectus supplement may add, update or change information contained in the accompanying prospectus. To the extent thatany statement we make in this prospectus supplement is inconsistent with statements made in the accompanying prospectus or any documentsincorporated by reference herein or therein as of the date of this prospectus supplement, the statements made in this prospectus supplement will bedeemed to modify or supersede those made in the accompanying prospectus and such documents incorporated by reference herein and therein. Youshould carefully read this prospectus supplement and the accompanying prospectus, including the information incorporated by reference herein andtherein, and any related free writing prospectus that we have authorized for use in connection with these offerings. Neither we nor the underwriters have authorized an