The information in this preliminary prospectus is not complete and may be changed. We
may not sell these securities until the registration statement filed with the Securities and Exchange Commission is effective. This preliminary prospectus is not an offer to sell these securities and it is not soliciting an offer to buy these
securities in any jurisdiction where the offer or sale is not permitted.
SUBJECT TO COMPLETION, DATED JULY 31, 2023
Preliminary Prospectus
$15,000,000
4,424,778 Shares of Common Stock or
Pre-Funded Warrants to Purchase 4,424,778 Shares of Common Stock and 4,424,778
Shares of Common Stock underlying the Pre-Funded Warrants
We are offering on a firm commitment basis 4,424,778 shares of our common stock at an assumed offering price of $3.39 per share, which is equal
to the closing price of our common stock on The Nasdaq Capital Market on July 27, 2023.
We are also offering to certain
purchasers whose purchase of shares of common stock in this offering would otherwise result in the 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 this offering, the opportunity to purchase, if such purchasers so choose, pre-funded warrants in lieu of shares of common stock that
would otherwise result in any such purchasers beneficial ownership exceeding 4.99% (or, at the election of the purchaser, 9.99%) of our outstanding common stock. Each pre-funded warrant will be
exercisable for one share of our common stock and will be exercisable at any time after its original issuance until exercised in full. The purchase price of each pre-funded warrant will be equal to the price
at which a share of common stock are sold to the public in this offering, minus $0.0001, and the exercise price of each pre-funded warrant will be $0.0001 per share. For each
pre-funded warrant we sell, the number of shares of common stock we are offering will be decreased on a one-for-one basis. This
offering also relates to the shares of common stock issuable upon exercise of the pre-funded warrants sold in this offering.
In connection with this offering, we effected a 1-for-17 reverse stock split effective on July 26, 2023, pursuant to which every 17 shares of
our issued and outstanding common stock were reclassified as one share of common stock. The reverse stock split had no impact on the par value of our common stock or the authorized number of shares of our common stock. Unless otherwise indicated,
all share and per share information in this prospectus is adjusted to reflect the reverse stock split. However, our annual report on Form 10-K for the fiscal year ended June 30, 2022, filed on September 2, 2022, any subsequent quarterly report on
Form 10-Q, and all other documents incorporated by reference into this prospectus that were filed prior to July 26, 2023, do not give effect to the reverse stock split.
Our common stock is listed on The Nasdaq Capital Market under the symbol BNTC. On July 27, 2023, the last reported sale price
of our common stock on The Nasdaq Capital Market was $3.39 per share.
The public offering price per share of common stock and/or
any pre-funded warrant, will be determined between us, the underwriter and purchasers based on market conditions at the time of pricing, and may be at a discount to the current market price. Therefore, the
recent market price used throughout this prospectus may not be indicative of the actual public offering price for our common stock or our pre-funded warrants. There is no established public trading market for
the pre-funded warrants, and we do not expect a market to develop. In addition, we do not intend to apply for the listing of the pre-funded warrants on any national
securities exchange. Without an active trading market, the liquidity of the pre-funded warrants will be limited.
You should read this prospectus, together with additional information described under the heading Where You Can Find More
Information, carefully before you invest in any of our securities.
Investing in our securities
involves a high degree of risk. See Risk Factors beginning on page 27.
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Per Share of Common Stock and Warrant(1) |
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Per Pre-Funded Warrant(1) |
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Total(3) |
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Public offering price |
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$ |
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$ |
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$ |
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Underwriting discounts and commissions(2) |
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$ |
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$ |
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$ |
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Proceeds to us (before expenses) |
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$ |
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$ |
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$ |
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(1) |
Based on an assumed public offering price of
$ per share of common stock. The final public offering price per share of common stock or pre-funded warrant will be determined by us, the
underwriter and the purchasers in this offering and may be at a discount to the current market price of our common stock. |
(2) |
We have agreed to reimburse certain expenses of the underwriter which are not included in the table above. See
Underwriting for a description of the compensation payable to the underwriter. |
(3) |
Assumes no pre-funded warrants are issued in lieu of shares of common
stock. |
We have granted the underwriter a 30-day option to purchase
an aggregate of up to 663,716 additional shares of our common stock from us at the public offering price per share of common stock, less the underwriting discounts and commissions. The underwriter may exercise its option to acquire additional shares
for the sole purpose of covering over-allotments. See Underwriting.
Neither the Securities and Exchange Commission nor any state
securities commission has approved or disapproved of these securities or passed on the adequacy or accuracy of this prospectus. Any representation to the contrary is a criminal offense.
Delivery of the securities offered hereby is expected to be made on or
about , 2023.
Sole
Book-Running Manager
JMP Securities
A CITIZENS COMPANY
The date of this prospectus is
, 2023