8-K: Benitec Biopharma Enters Registration Rights Agreement with Averill Funds Following Direct Offering

Benitec Biopharma Inc. has entered into a Registration Rights Agreement with Averill Master Fund, Ltd. and Averill Madison Master Fund, Ltd. to register for resale shares of the company's common stock sold in a recent direct offering.

Summary

• Benitec Biopharma Inc. entered into a Registration Rights Agreement with Averill Master Fund, Ltd. and Averill Madison Master Fund, Ltd. on March 26, 2025.
• This agreement is related to the closing of a previously announced registered direct offering by the company.
• The company has agreed to file a registration statement to register for resale the shares of its common stock sold to the Purchasers in the Direct Offering no later than 60 days following the closing of the Direct Offering.
• Benitec Biopharma Inc. will use its best efforts to have the registration statement declared effective by the SEC promptly.
• The company will keep the registration statement effective until the Registrable Securities have been sold or can be sold without volume or manner-of-sale restrictions under Rule 144.
• The Registration Rights Agreement includes customary indemnification rights for both the company and the purchasers.
• The Effectiveness Date means, with respect to the Initial Registration Statement required to be filed hereunder, the 90th calendar day following the closing date of the transactions contemplated by the Registered Direct Purchase Agreement (the Closing Date) (or, in the event of a full review by the Commission, the 120th calendar day following the Closing Date) and with respect to any additional Registration Statements which may be required pursuant to Section 2(c) or Section 3(c), the 60th calendar day following the date on which an additional Registration Statement is required to be filed hereunder (or, in the event of a full review by the Commission, the 90th calendar day following the date such additional Registration Statement is required to be filed hereunder).

Sentiment

Score: 7

Explanation: The document outlines a standard legal agreement related to a direct offering. The sentiment is neutral to slightly positive as it facilitates the resale of securities, which is generally a positive step for investors.

Positives

• The Registration Rights Agreement provides a pathway for Averill Master Fund, Ltd. and Averill Madison Master Fund, Ltd. to resell the shares acquired in the direct offering.
• The agreement includes customary indemnification rights, protecting both the company and the purchasers.

Negatives

• The company is obligated to file a registration statement, which involves administrative and legal costs.
• The company is subject to potential liabilities related to the registration statement, as outlined in the indemnification clauses.

Risks

• Delays in the SEC declaring the registration statement effective could impact the Purchasers' ability to resell the shares.
• The company's obligation to maintain an effective registration statement could be burdensome.
• Potential liabilities related to untrue statements or omissions in the registration statement.

Future Outlook

The company is committed to fulfilling its obligations under the Registration Rights Agreement, including filing and maintaining an effective registration statement for the resale of the Registrable Securities.

Management Comments

• Jerel A. Banks, Chief Executive Officer, signed the report on behalf of Benitec Biopharma Inc.

Industry Context

Registration Rights Agreements are common in connection with direct offerings, providing investors with a mechanism to resell shares acquired in the offering. This agreement aligns with standard practices in the securities industry.

Comparison to Industry Standards

• The terms of the Registration Rights Agreement, including the filing deadlines and indemnification clauses, are consistent with standard practices in similar agreements.
• Many companies, such as BioNTech and Moderna, have similar agreements in place to facilitate the resale of securities issued in private placements or direct offerings.

Stakeholder Impact

• Shareholders may experience dilution as the Purchasers resell their shares.
• The Purchasers are provided with a mechanism to liquidate their investment in Benitec Biopharma Inc.

Next Steps

• Benitec Biopharma Inc. will file a registration statement for the resale of the Registrable Securities within 60 days of the closing of the Direct Offering.
• The company will work to have the registration statement declared effective by the SEC.
• The company will maintain the effectiveness of the registration statement until the Registrable Securities are sold or can be sold without restrictions.

Key Dates

Keywords

Registration Rights Agreement, Benitec Biopharma, Averill Master Fund, Direct Offering, Resale, Securities, Registration Statement