As filed with the Securities and Exchange Commission on December 23, 2021
Registration No. 333-
UNITED STATES
SECURITIES
AND EXCHANGE COMMISSION
Washington, D.C. 20549
Form S-8
REGISTRATION STATEMENT
UNDER
THE
SECURITIES ACT OF 1933
Benitec Biopharma Inc.
(Exact name of registrant as specified in its charter)
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Delaware
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3940 Trust Way
Hayward, California 94545
(510) 780-0819
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84-462-0206
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(State or other jurisdiction of
incorporation or organization)
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(Address of Principal Executive Offices)
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(I.R.S. Employer
Identification Number)
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Benitec Biopharma Inc. 2020 Equity and Incentive Compensation Plan
(Full title of the plans)
Dr. Jerel Banks
Chief Executive Officer
Benitec Biopharma Inc.
3940 Trust Way
Hayward,
California 94545
(510) 780-0819
(Name and address of agent for service)
Copies to:
Ben
D. Orlanski, Esq.
Matthew S. OLoughlin, Esq.
Louis Rambo, Esq.
Proskauer Rose LLP
2029
Century Park East, Suite 2400
Los Angeles, CA 90067-3010
(310) 557-2900
(310) 557-2193 - Facsimile
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated
filer, smaller reporting company, or an emerging growth company. See the definitions of large accelerated filer, accelerated filer, smaller reporting company, and
emerging growth company in Rule 12b2 of the Exchange Act.
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Large Accelerated Filer
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☐
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Accelerated Filer
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☐
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Non-Accelerated Filer
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☒
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Smaller Reporting Company
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☒
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Emerging Growth Company
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☐
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If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period
for complying with any new or revised financial accounting standards provided pursuant to Section 7(a)(2)(B) of the Securities Act. ☐
CALCULATION
OF REGISTRATION FEE
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Title of Securities
to be Registered
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Amount
to be
Registered (1)
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Proposed
Maximum
Offering
Price
per Share (2)
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Proposed
Maximum
Aggregate
Offering Price (2)
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Amount of
Registration Fee
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Common Stock, $0.0001 par value per share
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Benitec Biopharma Inc. 2020 Equity and Incentive Compensation
Plan
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1,150,000
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$2.86
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$3,289,000
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$304.90
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(1)
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Pursuant to Rule 416(a) promulgated under the Securities Act of 1933, as amended, (the Securities
Act) this Registration Statement shall also cover any additional shares of the Companys common stock that become issuable under the plans set forth herein by reason of any stock dividend, stock split, recapitalization, or other
similar transaction effected that results in an increase to the number of outstanding shares of the Companys common stock, as applicable.
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(5)
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Estimated in accordance with Rules 457(c) and (h) solely for the purpose of calculating the registration
fee on the basis of $2.86 per share, the average of the high and low prices of the Companys common stock as reported on The Nasdaq Capital Market on December 20, 2021, a date that is within five business days prior to the date on which
this Registration Statement is being filed.
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