SCHEDULE 14A INFORMATIONProxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934
Filed by the Registrant ☒
FiledbyaPartyotherthantheRegistrant ☐
Check the appropriatebox:
☐
PreliminaryProxy Statement
☐
Confidential,For Use of the CommissionOnly (as permittedby 14a-6(e)(2))
☒
DefinitiveProxy Statement
☐
DefinitiveAdditionalMaterials
☐
SolicitingMaterialPursuantto §240.14a-12
BENITEC BIOPHARMA INC.
(NameofRegistrantas Specifiedin ItsCharter)
N/A
(Name of Person(s) FilingProxy Statement,if other than the Registrant)
Paymentoffilingfee(Checkall boxes that apply):
☒
No feerequired
¨
Fee paidpreviouslywith preliminarymaterials
¨
Fee computedon table in exhibitrequiredby Item25(b) per Exchange Act Rules 14a-6(i)(1)and 0-11
3940 TrustWay
Hayward, California 94545
2026 ANNUALMEETINGOF STOCKHOLDERS
TO BEHELDON DECEMBER 3, 2026
October 20, 2026
Dear Stockholders:
You arecordiallyinvitedto the2026 Annual Meetingof Stockholders(the“Annual Meeting”)of Benitec BiopharmaInc.This year’sAnnual Meetingwillbe conductedexclusivelyviatheInternetata virtualaudioweb conferenceat meetnow.global/MK676PF on December 3, 2026, beginningat1:00 p.m., PacificTime. You willbe ableto attendtheAnnual Meeting,voteand submitquestionsduringtheAnnual Meetingby visiting theAnnual Meetingwebsite.We believethata virtualstockholdermeetingprovidesgreateraccessto thosewho maywant to attendand thereforehave chosenthisoveran in-personmeeting.
The Noticeof Annual Meetingof Stockholdersand Proxy Statementdescribingthemattersto be actedupon attheAnnual Meetingarecontainedin thefollowingpages.Stockholdersalsoareentitledto voteon any other mattersthatproperlycomebeforetheAnnual Meeting.
Your voteisimportant.Enclosedisa proxy thatwillentitleyou to voteyour shareson themattersto be consideredattheAnnual Meeting,even ifyou areunableto attendthevirtualmeetingonline.Regardlessof the numberof sharesyou own, pleasebe sureyou arerepresentedattheAnnual Meetingeitherby attending virtually,votingon theInternetor by telephoneor returninga signedproxy cardas soon as possible.
On behalfof BenitecBiopharmaInc.,I thankyou foryour ongoing interestand investmentin our company.
Sincerely,
Dr. JerelBanks
ChiefExecutiveOfficerand Chairman of theBoard of Directors
NOTICEOF ANNUALMEETINGOF STOCKHOLDERS
TOBEHELDON DECEMBER 3,2026
The Annual Meeting of Stockholders (“AnnualMeeting” or “2026 AnnualMeeting”) of Benitec Biopharma Inc. willbe held virtuallyon December 3,2026,beginning at 1:00p.m.,Pacific Time.The Annual Meeting can be accessed by visiting meetnow.global/MK676PF,whereyou willbe able tolistentothe meeting live,submitquestions, and vote online for the followingpurposes:
1.
Election of Directors.The election of three ClassI directors toholdofficeuntilour 2029 Annual Meeting of Stockholders or untiltheir successors are electedand qualified.
2.
Ratification of Appointmentof IndependentAccountingFirm. Ratification of the appointment of the Company’s independent registeredpublic accounting firm for the fiscal year ending June 30,2027.
3.
Say-on-PayVote.A non-bindingadvisory vote on the compensation of the Company’s named executive officersas disclosed inthe attachedproxy statement.
4.
Other Matters.The transaction of such other businessas may lawfully come beforethe Annual Meeting or any adjournment(s) thereof.
Pursuant tothe Company’s Amended and Restated Bylaws,the Board of Directors has fixed the close of business on October 13,2026 as the recorddate for determination of the stockholders entitled tovote at the Annual Meeting and any adjournments thereof. You can ensure that your shares are voted at the Annual Meeting by votingvia the Internet or by completing,signingand returning the enclosed proxy card. If you do attend the Annual Meeting virtually,you may then withdraw your proxy and vote your shares during the virtual meeting.In any event, you may revoke your proxy prior tothe Annual Meeting.Shares representedby proxies that are returnedproperly signed butunmarked will be voted infavor of the proposals made by the Company.
Beginningon or about October 23,2026,we willsend toour stockholders a Notice of Internet Availabilityof ProxyMaterials withinstructionson how toaccessour proxy materials over the Internet, how tovote your shares and how toattend the Annual Meeting virtually.You may elect toreceivefuture notices,proxy materials and annual reports electronicallyby followingthe instructionsinthisProxyStatement.
ChiefExecutiveOfficer and Chairmanofthe Board of Directors
Hayward, California
October 20,2026
Important Notice Regarding Availabilityof Proxy Materials for the 2026 AnnualMeeting of
Stockholdersto be heldon December 3,2026
Our ProxyStatement,Annual Report on Form10-K and proxy card are available on the Internet at www.investorvote.com/BNTCand at the “SECFilings”section under the “For Investors” tab on our corporatewebsite at www.benitec.com.
We aremakingtheseproxy materialsavailableto you in connectionwith thesolicitationof proxiesby the Board of Directors(the“Board”)of BenitecBiopharmaInc.forthe2026 Annual Meetingof Stockholders(the “Annual Meeting”) to be held virtually on December 3, 2026 at 1:00 p.m., Pacific Time, and for any adjournment or postponement of the Annual Meeting. The Annual Meeting can be accessed by visiting meetnow.global/MK676PF, where you will be able to listen to the meeting live, submit questions, and vote online. The mailing of the Notice of Internet Availability of Proxy Materials and the Proxy Statement and Annual Report will commence on or about October 23, 2026.
Electronic copies of this Proxy Statement and the Annual Report for the year ended June 30, 2026 are available at www.investorvote.com/BNTC and on the Internet through the Securities and Exchange Commission’s electronic data system called EDGAR at www.sec.gov or through the “For Investors” section of our website at www.benitec.com.
In this Proxy Statement, “we,” “us,” “our,” “Benitec” and the “Company” refer to Benitec Biopharma Inc., a Delaware corporation, and its subsidiaries.
This Proxy Statementisbeingmadeavailableto you becauseyou own sharesof our commonstock,par value$0.0001 pershare,as of theRecord Date, which entitlesyou to voteattheAnnual Meeting.By use of a proxy, you can votewhetheror not you attendthevirtualAnnual Meeting.This Proxy Statementdescribesthe matterswe would likeyou to voteon and providesinformationon thosematters.
INFORMATIONCONCERNINGSOLICITATIONANDVOTING
Attendance and Record Date
Only holdersof recordof our commonstockatthecloseof businesson October 13, 2026 (the“Record Date”)areentitledto noticeof our Annual Meetingand to voteatour Annual Meeting.As of theRecord Date, we had 34,889,313 sharesof our commonstockissuedand outstanding.
Impactof Pre-Funded Warrants
The totalnumberof sharesof our commonstockissuedand outstandingas of theRecord Date excludes unexercisedpre-fundedwarrantsoutstandingas of October 13, 2026 to purchaseup to 14,604,643 sharesof our commonstock(the“Pre-FundedWarrants”).Due to thenominalexercisepriceof thePre-FundedWarrants,we expectthePre-FundedWarrantsto be exercisedeventually,subjectto beneficialownershiplimitationscontained in such warrants.UntilthePre-FundedWarrantsareexercised,theholdersof thewarrantsarenot entitledto any votingrightswith respectto theunderlyingsharesof commonstock.
Voting and Solicitation
Each shareof our commonstockisentitledto one voteon allmatterspresentedatour Annual Meeting. Stockholdersdo not have therightto cumulatetheirvotesin theelectionof directors.
1
Sharesof commonstockrepresentedby properlyexecutedproxieswill,unlesssuch proxieshave been previouslyrevoked,be votedin accordancewith theinstructionsindicatedthereon.In theabsenceof specific instructionsto thecontrary,properlyexecutedunrevokedproxieswillbe voted:(i)FOR theelectionof thethree directornomineesnamedin thisProxy Statementas ClassIdirectors(“Proposal 1”);(ii)FOR theratification of theappointmentof theCompany’sindependentregisteredpublicaccountingfirmforthefiscalyearending June 30, 2027 (“Proposal 2”);and (iii)FOR theapprovalof thenon-bindingadvisoryvoteon thecompensation of theCompany’snamedexecutiveofficersas disclosedin thisProxy Statement(“Proposal 3”).No other businessisexpectedto comebeforestockholdersatour Annual Meeting.Should any othermatterrequiringa voteof stockholdersproperlyarise,thepersonsnamedin theenclosedproxy cardwillvotesuch proxy in accordancewith theirbestjudgment(includingtherecommendationof our Board).
Any proxy givenpursuantto thissolicitationmaybe revokedby thepersongivingitatany timebeforeits use by deliveringto our Secretary,ator beforethetakingof thevoteatour Annual Meeting,a writtennoticeof revocationor a duly executedproxy bearinga laterdateor by attendingour Annual Meetingand votingatsuch meeting.Ifnot revoked,theproxy willbe votedattheAnnual Meetingin accordancewith thestockholder’s instructionsindicatedon theproxy card.
Quorumand Voting Requirements
Quorum.The requiredquorumforthetransactionof businessatour Annual Meetingistheholdersof a majorityof sharesof commonstockissuedand outstandingon theRecord Date and entitledto voteatour Annual Meeting,presentin person,by remotecommunication,or by proxy. Sharesthatarevoted“FOR”or “AGAINST” a matteraretreatedas beingpresentatthemeetingforpurposesof establishinga quorumand arealsotreatedas sharesentitledto voteatour Annual Meetingwith respectto such matter.Abstentionsand brokernon-voteswill alsocounttowardthepresenceof a quorum.An abstentionisthevoluntaryactof not votingby a stockholder who ispresentata meetingin personor by proxy and entitledto vote.Below isa discussionof theeffectof abstentionsand brokernon-voteson theresultsof eachproposal.
VotingRequirementsto Approve Proposals.The electionof our ClassIdirectorspursuantto Proposal1 willbe by a “plurality”of thesharesvoted(meaningthatthenomineeswith thelargestnumberof votesare elected),up to themaximumnumberof directorsto be chosen(inthiscase,three directors).“Withhold”votesand brokernon-votesarenot consideredvotescastfortheforegoingpurposeand willhave no effecton theresultsof Proposal1. The approvalof Proposal2, theratificationof Ernst & YoungLLPas our independentregisteredpublic accountingfirmforthefiscalyearendingJune 30, 2027 and Proposal3, theSay-on-PayVote, eachrequirethe affirmativevoteof a majorityof thevotespresentand entitledto voteattheAnnual Meeting(meaningthatof the sharesrepresentedatthemeetingand entitledto vote,a majorityof themmustbe voted“FOR”Proposals2 and 3, forsuch proposalto be approved).Abstentionswillhave thesameeffectas a vote“AGAINST”Proposal2 and Proposal3, and brokernon-voteswillhave no effecton theresultsof Proposals2 and 3. As discussedbelow, becausebrokerswillhave discretionaryvotingauthoritywith respectto Proposal2, we do not expectany broker non-voteswith respectto thisproposal.
2
How to Vote
Ifyou area registeredholder,meaningthatyou hold our stockdirectlyratherthanthrougha broker,bank, or othernominee,you mayvoteonlineattheAnnual Meeting,by telephoneor electronicallythroughtheInternet by followingtheinstructionsincludedon your Noticeof InternetAvailabilityof Proxy Materialsor proxy card, or by completing,dating,signingand promptlyreturningyour proxy card.All signed,returnedproxiesthatare not revokedwillbe votedin accordancewith theinstructionscontainedtherein.Signed proxiesthatgiveno instructionsas to how theyshouldbe votedon a particularproposalattheAnnual Meetingwillbe countedas votes“for”such proposal,and, in thecaseof theelectionof theClassIdirectors,as a vote“for”theelectionof thenomineespresentedby theBoard.
In orderto voteviathevirtualmeetingwebsite,any registeredholderof our commonstockmayattendthe Annual Meetingby visiting meetnow.global/MK676PFwhere stockholdersmayvoteand submit questionsduringthemeeting.Pleasehave your 16-digitcontrolnumberto jointheAnnual Meeting.Instructions on how to attendand participateviatheInternet,includinghow to demonstrateproofof stockownership,are postedatwww.investorvote.com/BNTC.
Ifyour sharesareheldthrougha bank, brokeror othernominee(in“streetname”),you areconsideredthe beneficialowner of thoseshares.You maybe ableto voteby telephoneor electronicallythroughtheInternetin accordancewith thevotinginstructionsprovidedby thatnominee.You mayalsovoteby completing,dating, signingand promptlyreturningthevotinginstructionformsentby thatnominee.You mustobtaina legalproxy fromthenomineethatholdsyour sharesifyou wish to voteonlineattheAnnual Meeting.Ifyou do not provide votinginstructionsto your brokerin advanceof theAnnual Meeting,NewYork Stock Exchange rulesgrantyour brokerdiscretionaryauthorityto voteon “routine”proposals.Wherea proposalisnot “routine,”a brokerwho has receivedno instructionsfromitsclientsdoes not have discretionto voteitsclients’uninstructedshareson thatproposal,and theunvotedsharesarereferredto as “brokernon-votes.”For theAnnual Meeting,Proposal1 and Proposal3 arenot considered“routine”proposals,and Proposal2 isconsidereda “routine”proposal.
The telephoneand Internetvotingproceduresaredesignedto authenticatestockholders’identities,to allow stockholdersto givetheirvotinginstructionsand to confirmthatstockholders’instructionshave been recorded properly.Stockholdersvotingviathetelephoneor Internetshouldunderstandthattheremaybe costsassociated with telephonicor electronicaccess,such as usagechargesfromtelephonecompaniesand Internetaccess providers,which mustbe borneby thestockholder.
Informationabout the VirtualMeeting
The virtualAnnual Meetingisaccessibleon any internet-connecteddevice,and stockholderswillbe ableto submitquestionsand commentsand to voteonlineduringthemeeting.We believethesebenefitsof a virtual meetingarein thebestinterestsof our stockholders.In theeventof a technicalmalfunctionor otherproblemthat disruptstheAnnual Meeting,theCompany mayadjourn,recess,or expeditetheAnnual Meeting,or takesuch otheractionthattheCompany deemsappropriateconsideringthecircumstances.Ifyou encounterany difficulties accessingthevirtualmeetingduringthemeeting,a toll-freenumberwillbe availableto assist.
You mayvirtuallyattendtheAnnual Meetingby visiting meetnow.global/MK676PF, where stockholdersmayvoteand submitquestionsduringthemeeting.Pleasehave your 16-Digit Control Number to join the Annual Meeting. Instructions on how to attend and participate via the Internet, including how to demonstrate proof of stock ownership, are posted at: https://www.edocumentview.com.
Only holders of our common stock at the close of business on October 13, 2026, the Record Date, will be permitted to ask questions during the Annual Meeting. If you wish to submit a question on theday of theAnnual Meeting,you maylog intothevirtualmeetingplatformand typeyour questionforconsiderationintothefield providedin theweb portal.To allowus to answerquestionsfromas manystockholdersas possible,we maylimiteachstockholderto two questions.Questionsfrommultiplestockholderson thesametopicor thatare otherwiserelatedmaybe grouped,summarizedand answeredtogether.More
Pursuantto Rule 14a-8of theSecuritiesand Exchange Commission(“SEC”), proposalsby eligible stockholdersthatareintendedto be presentedatour 2027 Annual Meetingof Stockholdersmustbe receivedby our CorporateSecretaryatBenitecBiopharmaInc.,3940 TrustWay, Hayward, California94545 not laterthan June 25, 2027 in orderto be consideredforinclusionin our proxy materials.
Stockholdersintendingto presenta proposalor nominatea candidateto our Board of directorsatour 2027 Annual Meetingof Stockholdersmustcomplywith therequirementsand providetheinformationsetforthin our amendedand restatedbylaws (the“Bylaws”).Under our Bylaws, in orderfora stockholderto bringbusiness beforean annualmeetingof our stockholders,thestockholder’snoticemustbe timelyreceived,which meansthat a proposalmustbe deliveredto or mailedto our Secretarynot laterthan90 days prior,and not earlierthan120 days priorto thefirstanniversaryof theprecedingyear’sannualmeeting.Becauseour 2026 Annual Meetingis scheduledfor December 3, 2026, thismeansthatsuch noticeforthe2027 Annual Meetingmustbe receivedby theCompany between August 5, 2027 and September 4, 2027. In theeventthatthedateof the2027 Annual Meetingof Stockholdersismorethan30 days beforeor morethan70 days aftersuch anniversarydate,noticeby thestockholdermustbe so deliverednot earlierthanthecloseof businesson the120th day priorto such annual meetingand not laterthanthecloseof businesson thelaterof the90th day priorto such annualmeetingor the 10th day followingtheday on which publicannouncementof thedateof such meetingisfirstmadeby the Company.
In additionto satisfyingtherequirementsnotedabove, ifa stockholderintendsto complywith theSEC’s universalproxy rulesand to solicitproxiesin supportof directornomineesotherthantheCompany’snominees, thestockholdermustprovidenoticethatprovidestheinformationrequiredby Rule 14a-19undertheExchange Act, which noticemustbe postmarkedor transmittedelectronicallyto theCompany attheCompany’sprincipal executiveofficesno laterthan60 calendardays priorto theone-yearanniversarydateof thepriorannualmeeting of stockholders(forthe2027 Annual Meeting,no laterthan October 4, 2027). Ifthedateof the2027 Annual Meetingischangedby morethan30 calendardays fromsuch anniversarydate,however, thenthestockholder mustprovidenoticeby thelaterof 60 calendardays priorto thedateof the2027 annualmeetingand the10th calendarday followingthedateon which publicannouncementof thedateof the2027 annualmeetingisfirst made.
Beginningon or about October 23, 2026, we will mail or emailto our stockholdersa Noticeof Internet Availabilityof Proxy Materialswith instructionson how to accessour proxy materialsovertheInternetand how to vote.Ifyou receivedsuch Noticeand would preferto receivepapercopiesof theproxy materials,or ifyou receivedpapercopiesof theproxy materialsand would preferto receivea noticeforfutureannualmeetings,you maynotifyus by telephone,emailor mailatthetelephonenumber,emailaddressand mailingaddressprovided above.
The followingtablesetsforthcertaininformationregardingthebeneficialownershipof theCompany’s commonstockas of October 13, 2026, by (i)eachpersonor group of personsknown by us to beneficiallyown at leastfivepercentof our commonstock,(ii)eachof our namedexecutiveofficers,(iii)eachof our directors,and (iv)allof our directorsand executiveofficersas a group.
The followingtablegiveseffectto thesharesof commonstockissuablewithin60 days of October 13, 2026, upon theexerciseof alloptionsand otherrightsbeneficiallyowned by theindicatedstockholderson thatdate. Beneficialownershipisdeterminedin accordancewith Rule 13d-3 promulgatedunderSection13(d)of the SecuritiesExchange Act of 1934, as amended(the“ExchangeAct”)and includesvotingand investmentpower with respectto shares.Percentageof beneficialownershipisbasedon 34,889,313 sharesof commonstock outstandingatthecloseof businesson October 13, 2026, and, foreachindividualholder,giveseffectto the sharesof commonstockthatstockholdercouldacquireaftertheexerciseof warrantsheldby such holder,subject to thelimitationson beneficialownershipcontainedin such warrants.Exceptas otherwisenotedbelow, each personor entitynamedin thefollowingtablehas solevotingand investmentpower with respectto allsharesof our commonstockthathe, she or itbeneficiallyowns.
Based on information included in the Schedule 13D/A filed on November 10, 2025 by Suvretta Capital Management, LLC (now known as Montanova Capital, LLC), Averill Master Fund, Ltd., Averill Madison Master Fund, Ltd. and Aaron Cowen, and information known to the Company. Includes 9,700,245 sharesof Common Stock heldby AverillMasterFund, Ltd. (“Averill”)and 1,848,106 sharesof Common Stock heldby AverillMadisonMasterFund, Ltd. (“AverillMadison,”and togetherwith Averill,the“MontanovaFunds”),and assumestheexerciseof Warrantsheldby theMontanovaFunds foran additional 6,403,958 sharesof Common Stock. Does not include the 105,000 shares of common stock underlying stock options held by Mr. Mehta and Dr. Friedman for the benefit of the Montanova Funds, as described in footnotes 11 and 13. Averilland AverillMadisonhold, respectively,Pre-Funded Warrantsexercisablefor5,699,468 and 704,490 sharesof Common Stock atan exercise
5
priceof $0.0001 pershare,subjectto thelimitationson beneficialownershipcontainedin such Warrants.The Warrantsmaynot be exercisedto theextentthebeneficialownershipof Montanova Capital, LLC (“Montanova”)in theCompany followingsuch exercisewould exceed49.9%. Based on thenumberof sharesoutstandingas of October 13, 2026, theMontanovaFunds mayexerciseallof theirWarrants.Montanova(formerly SuvrettaCapitalManagement, LLC) istheinvestmentmanagerof Averilland AverillMadison.Aaron Cowenisthe control person and managing member of Montanovaand as such maybe deemedto beneficiallyown theseshares. Montanova, the Montanova Funds and Mr. Cowen share voting and dispositive power over these shares. Mr. Cowen disclaims beneficial ownership of the shares held by the Montanova Funds except to the extent of his pecuniary interest therein. The addressof the principalbusinessofficeof Montanova,Mr.Cowen,Averilland AverillMadisonis11 E 26th Street, 16th Floor,NewYork, NY10010.
(2)
Based on the information included in the Schedule 13G/A filed by Franklin Resources Inc. (“FRI”) on January 29, 2026. Includes 1,554, 404 shares of Common Stock issuable upon the exercise of Warrants. The securities are beneficially owned by investment companies and other managed accounts that are investment management clients of Franklin Advisers, which has sole voting and dispositive power over such securities. Franklin Biotechnology Discovery Fund, a sub-fund of Franklin Templeton Investment Funds, has an interest in 2,445,585 of such shares. FranklinAdvisersbeneficiallyowns Pre-Funded Warrantsexercisableforan aggregateof 1,554,404 sharesof Common Stock atan exercisepriceof $0.0001 pershare,subjectto thelimitationson beneficialownershipcontainedin such Pre-FundedWarrants.The addressof theprincipalbusinessofficeof FRIand FranklinAdvisersisOne Franklin Parkway, San Mateo,CA94403.
(3)
Based on information included in the Schedule 13G/A filed by Janus Henderson Group plc and Janus Henderson Biotech Innovation Master Fund Ltd. on December 8, 2025. Entitiesaffiliatedwith Janus Henderson Group plc hold (i)Pre-FundedWarrantsexercisableforan aggregateof 3,283,108 sharesof Common Stock atan exercisepriceof $0.0001 pershareand (ii)Common Warrantsexercisableforan aggregateof 1,642,586 sharesof Common Stock atan exercisepriceof $3.86 pershare. The Warrants may not be exercised to the extent that, after giving effect to such exercise, the holders and their affiliates would beneficially own more than 9.99% of the outstanding Common Stock, and the number of shares reported in the table gives effect to the exercise of Warrants only to the extent permitted by such limitation. Entities affiliated with Janus Henderson Group plc share voting and dispositive power over these shares. The addressof the principalbusinessofficeof Jupiter Topco (formerly Janus Henderson Group plc) is201 Bishopsgate,EC2M 3AE,UnitedKingdom, and theaddressof theprincipalbusinessofficeof JanusHendersonBiotechInnovationMasterFund Ltd is 151 DetroitStreet,Denver, Colorado80206.
(4)
Based on information included in the Schedule 13G/A filed by Adage Capital Partners, L.P. (the “Fund”) on April 11, 2024. The Fund holdsPre-Funded Warrantsexercisablefor3,305,620 sharesof Common Stock atan exercisepriceof $0.0001 pershareand Common Warrantsexercisablefor2,158,808 sharesof Common Stock atan exercisepriceof $3.86 per share,subjectto thelimitationson beneficialownershipcontainedin such Warrants.Adage Capital Partners,GP,LLC(“ACPGP”) servesas thegeneralpartnerof theFund and as such has discretionoverthe portfolioof securitiesbeneficiallyowned by theFund. Adage CapitalAdvisors,LLC,a Delawarelimited liabilitycompany(“ACA”), ismanagingmemberof ACPGPand directsACPGP’soperations.Robert Atchinsonand PhillipGross arethemanagingmembersof ACPGPand ACAand generalpartnersof the Fund. RobertAtchinsonand PhillipGross disclaimbeneficialownershipof thereportedsecuritiesexceptto theextentof theirpecuniaryinteresttherein.The addressof theprincipalbusinessofficeof theFund, ACPGP,ACA,Mr.Atchinsonand Mr.Gross is200 ClarendonSt., 52nd Floor,Boston, MA 02116.
(5)
Based on information included in the Schedule 13G filed by RA Capital Management, L.P. (“RA Capital”) on December 3, 2025. Consists of 1,850,000 shares of Common Stock held directly by the RA Fund. RA Capital serves as investment adviser to the RA Fund, and RA Capital Healthcare Fund GP, LLC is the general partner of the RA Fund. Dr. Kolchinsky and Mr. Shah are the controlling persons of RA Capital Management GP, LLC, the general partner of RA Capital, and may be deemed to beneficially own the shares held by the RA Fund. RA Capital, Dr. Kolchinsky and Mr. Shah share voting and dispositive power over such shares, and each disclaim beneficial
6
ownership of such shares except for purposes of determining its or his obligations under Section 13(d) of the Exchange Act. The address of the principal business office of each of RA Capital, the RA Fund, Dr. Kolchinsky and Mr. Shah is c/o RA Capital Management, L.P., 200 Berkeley Street, 18th Floor, Boston, MA 02116.
(6)
Representsstockoptionsto acquire1,443,755 sharesof commonstockthathave vestedor willvestwithin60 days of October 13, 2026.
(7)
Includes20 sharesof commonstockheldby Boston Super InvestPty A/C Boston FamilySuper and 25,907 sharesthatareheldby Ms. Boston thatMs. Boston has solevotingpower overand stockoptionsto acquire 503,198 sharesof commonstockthathave vestedor willvestwithin60 days of October 13, 2026. Assumes theexerciseof Warrantsheldby MeganBoston foran additional25,907 sharesof commonstock.
(8)
Includesstockoptionsto acquire298,135 sharesof commonstockthathave vestedor willvestwithin60 days of October 13, 2026 and 6,016 sharesof commonstockheldby Ms. Mukadam’sspouse.
(9)
Includes52,097 sharesof commonstockheldby a trustwhereby Mr.Buchi isthesolebeneficiaryand stockoptionsto acquire107,798 sharesof commonstockthathave vestedor willvestwithin60 days of October 13, 2026.
(10)
Includes279 sharesof commonstockheldby theFrancisFamilySuperannuationFund, 18 sharesof commonstockhelddirectlyby Mr.Francis,and stockoptionsto acquire107,798 sharesof commonstock thathave vestedor willvestwithin60 days of October 13, 2026.
(11)
Representsstockoptionsto acquire35,000 sharesof commonstockthathave vestedor willvestwithin60 days of October 13, 2026, which Dr. Friedman holds for the benefit of the Montanova Funds. Dr. Friedman disclaims beneficial ownership of such options. The Montanova Funds and Montanova may be deemed to have an indirect pecuniary interest in such options because Montanova has the right to receive the benefit of director compensation provided in respect of Dr. Friedman’s Board service. See “Director Compensation—Narrative Disclosure to Director Compensation Table.” Does not include the shares beneficially owned by Montanova and its affiliates reported in this table and described in footnote 1. Dr. Friedman is a Managing Director and Director of Research at Montanova.
(12)
Representsstockoptionsto acquire 63,517 sharesof commonstockthathave vestedor willvestwithin60 days of October 13, 2026.
(13)
Does not includethesharesbeneficiallyowned by Montanovaand itsaffiliatesreportedin thistable and describedin footnote1. Mr.MehtaisChiefInvestmentOfficerand PortfolioManageratMontanova.Representsstockoptionsto acquire70,000 sharesof commonstockthathave vestedor willvest within60 days of October 13, 2026, which Mr. Mehta holds for the benefit of the Montanova Funds. Mr. Mehta disclaims beneficial ownership of such options. The Montanova Funds and Montanova may be deemed to have an indirect pecuniary interest in such options because Montanova has the right to receive the benefit of director compensation provided in respect of Mr. Mehta’s Board Service. See “Director Compensation—Narrative Disclosure to Director Compensation Table.”
(14)
Representsstockoptionsto acquire107,798 sharesof commonstockthathave vestedor willvestwithin60 days of October 13, 2026.
(15)
Includes84,337 sharesof commonstockand stockoptionsto acquire 2,736,999 sharesof commonstock thathave vestedor willvestwithin60 days of October 13, 2026, and assumestheexerciseof Warrantsfor an additional25,907 sharesof commonstock.
7
OUR MANAGEMENT
The followingtablesetsforthcertaininformationregardingthoseindividualscurrentlyservingas our directors(ornominatedto serveas a director)and executiveofficersas of October 13, 2026:
Name
Age
Position
Dr. JerelBanks
51
ChiefExecutiveOfficer,Chairmanof theBoard of Directors
Dr. JerelBanks has been a DirectorsinceOctober2016, Chairmanof our Board sinceOctober2017 and ChiefExecutiveOfficersinceJune 2018. Dr. Banks was formerlytheChiefInvestmentOfficerof Nant Capital, LLC.Priorto joiningNant Capital,LLC,Dr. Banks servedas vicepresident,portfoliomanagerand research analystfortheFranklinBiotechnologyDiscoveryFund atFranklinTempletonInvestmentsfrom2012 to 2015. Priorto histenureatFranklinTempletonInvestments,he worked as a biotechnologyseniorequityresearch analystatSectoralAssetManagementfrom2011 to 2012. From2008 to 2011, Dr. Banks worked as a biotechnologyequityresearchanalystatApothecaryCapital,thehealthcareinvestmentmanagementteamforthe familyinvestmentofficeof theBass Familyof FortWorth,Texas. Dr. Banks began hiscareerin investment managementas a healthcareequityresearchassociateatCapitalResearchCompany where he was a memberof theequityresearchteamfrom2006 to 2008. Dr. Banks earnedan M.D. fromBrown UniversitySchool of Medicineand a Ph.D.in OrganicChemistryfromBrown University,and he holdsan A.B.in Chemistryfrom PrincetonUniversity.Dr. Banks’ experiencein thehealthcareindustryand financeprovidesvaluableexperienceand guidanceto theBoard.
Megan Boston has previouslybeen ChiefExecutiveOfficerand ManagingDirectorof severalcompanies, includingentitieslistedon theAustralianStock Exchange. Withover15 yearsof experience,Ms. Boston has been a directoracrossa rangeof industrieswhere she chairedcompanyboardsas wellas boardsub-committees particularlyin theareaof financeand riskmanagement.Specifically,Ms. Boston was a Directorof Benitec fromAugust 2016 to May 2026, ExecutiveDirectorfromJune 2018 to December31, 2024 and our ChiefFinancialOfficer sinceJanuary1, 2025. Ms. Boston isalsoour Secretary.From2014 untiljoiningBenitec,Ms. Boston was CEO of listedcompanieson theAustralianStock Exchange and heldseniorexecutiverolesatvariousbanking institutionsin theareaof riskand compliance,as wellas working forPricewaterhouseCoopers.Ms. Boston holds a Bachelorof Commerceand isan AustralianCharteredAccountant.Ms. Boston has alsocompletedthecompanydirectorscoursediplomaadministeredby theAustralianInstituteof Company Directors.
Sophie Mukadam has served as the Company’s Chief Operating Officer since January 1, 2025 and, prior to that, served as Associate Director, Program Management at Benitec Biopharma Inc. since 2021 and previously served as Senior Program Manager between 2019 and 2021. Between 2018 and 2019, Ms. Mukadam served as a regulatory affairs professional at Premier Consulting (formerly Regulatory Professionals, Inc.). Prior to her work in the areas of program management and regulatory affairs, Ms. Mukadam was deeply engaged in fundamental research and development activities underlying the
8
advancement of a broad range of investigational therapeutic programs. Between 2003 and 2018, Ms. Mukadam held scientific research positions at Genentech (A Member of the Roche Group), Bristol-Myers Squibb (formerly Kosan Biosciences Inc.), and Pfizer (formerly Vicuron Pharmaceuticals), with many of her principal contributions represented in the scientific literature. Ms. Mukadam holds a B.A. in Molecular and Cell Biology from the University of California, Berkeley, and she has earned a Certificate in Project Management for Biotechnology from the University of Washington and the University of California, San Diego.
J. Kevin Buchi has been a DirectorsinceApril2013. Mr.Buchi previouslyservedas ChiefExecutive Officerof BioSpecificsTechnologiesCorp. and of TetraLogicPharmaceuticalsCorporation.Mr.Buchi servedas ChiefExecutiveOfficerof Cephalon, Inc.,or Cephalon, fromDecember2010 throughitsacquisitionby Teva PharmaceuticalIndustriesLtd in October2011. AftertheacquisitionMr.Buchi servedas CorporateVice President,GlobalBranded Productsof Teva PharmaceuticalsIndustriesLtd. Mr.Buchi joinedCephalon in 1991 and heldvariouspositions,includingChiefOperatingOfficer,fromJanuary2010 to December2010, Chief FinancialOfficerand Head of BusinessDevelopmentpriorto beingappointedChiefExecutiveOfficer.
Mr.Buchi isalsoon theboardof directorsof AmnealPharmaceuticals,Inc.(NASDAQ:AMRX).Mr.Buchi has a B.A.in chemistryfromCornellUniversityand a Mastersin ManagementfromKelloggGraduateSchool of ManagementatNorthwesternUniversity.He isalsoa CertifiedPublicAccountant.
Based on hisbroadexecutiveexperiencein thebiotechnologyindustry,we believeMr.Buchi has the appropriateskillsand qualificationsto serveon theBoard.
PeterFrancis has been a directorsinceFebruary2006 and was previouslyChairmanof theBoard until October2017. Since1993, Mr.Francishas been a partneratFrancisAbourizkLightowlers,a firmof commercial and technologylawyerswith officesin Melbourne,Australia.He isa legalspecialistin theareasof intellectual propertyand licensingand provideslegaladviceto corporationsand researchbodies.Mr.Franciscompletedhis studiesin law and jurisprudenceatMonashUniversity.
Based on hissubstantiveintellectualpropertybackgroundand experiencewith our company,we believe Mr.Francishas theappropriateskillsand qualificationsto serveon theBoard.
Dr. David Friedman has been a director since May 2026. Dr. Friedman is an experienced healthcare investor and currently serves as Managing Director at Montanova Capital LLC (“Montanova Capital”) since January 2020, where he works on healthcare investment strategies for the firm’s Averill platform. Prior to joining Montanova Capital, Dr. Friedman was a Healthcare Analyst at Scopia Capital Management. Earlier in his career, he worked in biotechnology equity research at Morgan Stanley. Dr. Friedman is also on the board of directors of Veradermics, Inc. (Nasdaq: MANE), Avalyn Pharma Inc. (Nasdaq: AVLN), Click Therapeutics, Inc. Sapphiros, and Fluidform. Dr. Friedman earned his MD from the University of Pittsburgh School of Medicine, his MBA from Harvard Business School, and his BS in Biology from Duke University.
Based on his substantial experience as an investor in the healthcare industry and experience in the biotechnology industry, we believe Dr. Friedman has the appropriate skills and qualifications to serve on the board.
Dr. Sharon Mateshas been a director since November 2025 and was appointed as the Board’s Lead Independent Director in May 2026. Dr. Mates served as the Chairman, Chief Executive Officer, and Co-founder of Intra-Cellular Therapies Inc. (ITI) from June 2002 until its acquisition by Johnson & Johnson (JNJ) in April 2025. Intra-Cellular Therapies focused on developing medicines for mental health disorders like bipolar disorder, depression and schizophrenia and received U.S. Food and Drug Administration (“FDA”) approval for its novel antipsychotic CAPLYTA® in 2019 prior to its 2025 acquisition for approximately $14.6 billion by JNJ. She has served on several not-for-profit boards. Dr. Mates is also a director of Medincell, a biopharmaceutical company in France (Euronext: MEDCL) and isalsoon theboardof directorsof Seaport Therapeutics, Inc. (Nasdaq: SPTX). She has also served on
9
advisory councils affiliated with Harvard School of Public Health and the University of Maryland Biotechnology Institute. Dr. Mates received a B.S. from Ohio State University, a Ph.D. from the University of Washington and completed her postdoctoral fellowships at Massachusetts General Hospital and Harvard Medical School.
Based on her substantial experiencein thehealthcareindustry, we believe Dr. Mates has the appropriate skills and qualifications to serve on the board.
Kishen Mehtahas been a directorsinceJune 2024. Mr.MehtaistheChiefInvestmentOfficerand Portfolio Managerof theAverilland AverillMadisonstrategiesatMontanova.Mr.Mehtahas over15 yearsof experiencein thehealthcareindustry.SinceSeptember2022, Mr.Mehtahas servedas a directorof Biohaven Ltd. (NYSE: BHVN),a biopharmaceuticalcompanyfocusedon therapeuticsin immunology,neuroscience,and oncology,and priorto thatservedas a directorof itspredecessor company,Biohaven PharmaceuticalHolding Company Ltd., fromJune 2021 untilSeptember2022. Beginning in2021, Mr.Mehtaalsoservedas Presidentand a directorof fourNasdaq-listedspecial-purposeacquisition companiesaffiliatedwith Montanova,SocialCapitalSuvrettaHoldingsCorp. I (fromwhich Mr.Mehta resignedin August 2022 in connectionwith itsbusinesscombination),SocialCapitalSuvrettaHoldingsCorp. II (whichceasedoperationsin May 2023), SocialCapitalSuvrettaHoldingsCorp. III(fromwhich Mr.Mehta resignedin July2022 in connectionwith itsbusinesscombination),and SocialCapitalSuvrettaHoldingsCorp. IV (whichceasedoperationsin May 2023) and isalsoon theboardof directorsof MedStaff Technologies, Inc. Priorto becomingthePortfolioManagerof theinvestmentstrategyat Montanova ,he servedas a strategicadvisorto Biohaven Pharmaceuticals,Inc.where he advisedthefirmon variousbusinessdevelopment,corporatestrategy,and capitalstructuredecisions.
Based on hissubstantialexperienceas an investorin thehealthcareindustry,we believeMr.Mehtahas the appropriateskillsand qualificationsto serveon theboard.
EdwardSmithhas been a directorsinceApril2020 and bringsmorethan20 yearsof experiencein executivefinanceand operationsleadershipin thebiotechnologyindustryto our Board. Mr.Smithpresently servesas ChiefFinancialOfficerof Reunion Neuroscience,Inc.,a biopharmaceuticalcompanyfocusedon treatingdepressionand othermentalhealthdisorders.Priorto joiningReunion, Mr.Smithservedas CFOand took publicLAVATherapeuticsN.V.(Nasdaq:LVTX),MarinusPharmaceuticals,Inc.(Nasdaq:MRNS) and PolyMedix,Inc.(Nasdaq:PYMX). Priorto that,he was executivedirectorof financeatInKinePharmaceutical Company, Inc.,now partof ValeantPharmaceuticalsInternationalInc.Earlierin hiscareer,he heldvarious positionsof increasingresponsibilityin publicaccounting,mostrecentlyin theauditpracticeatDeloitte.
Based on hisextensivefinanceand operationsbackgroundin thebiotechnologyindustry,we believe Mr.Smithhas theappropriateskilland qualificationsto serveon theBoard.
Thereareno familyrelationshipsamongany of our directorsor executiveofficersand no arrangementsor understandingswith majorstockholders,customers,suppliersor otherspursuantto which any of our directorsor membersof seniormanagementwas selectedas such, exceptMr.Mehtawas appointedby Montanova as a Directorpursuantto the previouslydisclosedBoard DesignationAgreemententeredintoin April2024 in connectionwith theApril2024 privateplacement and the Board subsequently determined to appoint Dr. Friedman, a Managing Director and Senior Analyst at Montanova, as a Director.
The businessaddressesforeachof our directorsand executiveofficersis3940 TrustWay, Hayward, California94545.
10
CORPORATEGOVERNANCEANDBOARDMEETINGSANDCOMMITTEES
The Company’sbusinessand affairsaremanagedunderthedirectionof theBoard. The Board currently consistsof sevendirectors,comprisingtheCompany’sChiefExecutiveOfficerand sixoutsidedirectors. The Board has determined that each of Mr. Buchi, Mr. Francis, Dr. Friedman, Dr. Mates, Mr. Mehta and Mr. Smith is “independent” as defined under the listing standards of Nasdaq. When evaluatingtheindependenceof Mr.Mehta and Dr. Friedman,theBoard consideredeach director’s roleatMontanova,theCompany’slargeststockholder.The Board periodically evaluates the size of the Company’s board of directors. The numberof directors can be fixedfromtimeto time by resolutionof theBoard pursuantto theCompany’samendedand restatedcertificateof incorporation,as amendedto date(the“Certificateof Incorporation”).
Each of theCompany’scurrentdirectorswillcontinueto serveas a directoruntiltheelectionand qualificationof hisor hersuccessor,or untilhisor herearlierdeath,resignation,or removal.
The Company’sCertificateof IncorporationprovidesthattheBoard isdividedintothreeclasseswith staggeredthree-yearterms.Only one classof directorsiselectedateachannualmeetingof stockholders,with the otherclassescontinuingfortheremainderof theirrespectiveterms.The Board isdesignatedas follows:
•
Messrs.Smithand Mehta and Dr. MatesareClassI directors,and theircurrenttermswillexpireatthis year’sannualmeeting of stockholders;
•
Messrs.Buchi and FrancisareClassIIdirectors,and theircurrenttermswillexpireattheannual meetingof stockholdersto be heldin 2027; and
•
Dr.Banks and Dr. Friedman areClassIIIdirectors,and theircurrenttermswillexpireatthe annualmeetingof stockholders to be held in 2028.
We expectthatallof our Board members will attendour annualmeetingsof stockholdersin theabsenceof a showing of good causeforfailureto do so. All of themembersof our Board thenservingas directorsattended our 2025 annualmeetingof stockholdersvirtually.
Board Meetingsand Committees
During our lastfiscalyear,eachof our directorsattendedatleast75% of theaggregateof (i)thetotal numberof Board meetingsand (ii)thetotalnumberof meetingsof thecommitteeson which thedirectorserved.
Board of Directors
Our Board helda totalof seven meetingsduringthelastfiscalyear.Our Board has threestanding committees— an Audit Committeeestablishedin accordancewith section3(a)(58)(A)of theSecurities Exchange Act of 1934 (our“AuditCommittee”),a CompensationCommittee(our“CompensationCommittee”) and a Nominatingand CorporateGovernanceCommittee(our“NominatingCommittee”).Our Audit Committee, CompensationCommitteeand NominatingCommitteeeachhave a charter,which isavailableatthe“Governance”sectionunderthe“For Investors”tabon our websiteatwww.benitec.com.
11
Lead Independent Director
In May 2026, the Board determined to appoint Dr. Sharon Mates as Lead Independent Director. Because the Chairman is not an independent director, the Board determined that a lead independent director role would provide an efficient mechanism for the governance and operation of the Board by providing our Chairman with readily-available resources to manage the affairs of the Board. Our independent directors also retain the opportunity to meet in executive session without management.
Audit Committee
The purposeof theAudit Committeeisto assisttheboardin fulfillingitsoversightresponsibilitieswith respectto (i)theintegrityof theCompany’sfinancialstatements,(ii)theCompany’scompliancewith legaland regulatoryrequirements,and (iii)theindependentauditors’qualifications,independenceand performance.The Audit Committeeisalsoresponsibleforpreparinga reportto be includedwith thisproxy statement.The Audit Committeealsoadvisesand consultswith managementand theBoard regardingtheCompany’sfinancialaffairs, and appoints,overseesand approvescompensationforthework of theCompany’sindependentauditors.The Audit Committeealsoisresponsibleforreviewingand approvingany relatedpartytransactionthatisrequiredto be disclosed.Our Audit Committeemet fivetimesduringthelastfiscalyear.The currentmembersof our Audit CommitteeareMessrs. Smith (Chair), Buchi andFrancis.
Our Board has determinedthatMessrs. Smith, Buchi and Franciseachmeettheindependencerequirements of Rule 10A-3 undertheExchange Act and theapplicableNasdaq rules.Our Board has determinedthat Mr. Buchi and Mr.Smithis each an “auditcommitteefinancialexpert”as definedby applicableSECrulesand has therequisite financialsophisticationas definedundertheapplicableNasdaq rules.
CompensationCommittee
The CompensationCommitteeestablishesand administerstheCompany’spolicies,programsand proceduresforcompensatingand providingbenefitsto theCompany’sexecutiveofficersand makes recommendationsto theBoard with respectto non-employeedirectorcompensation.The Compensation Committee’sresponsibilitiesand dutiesaresetforthin theCompensationCommitteeCharter.The Compensation Committee’sresponsibilitiesspecificallyincludereviewingand approvingthegoalsand objectivesrelevantto thechiefexecutiveofficer’sand otherexecutiveofficers’compensation,evaluatingtheperformanceof thechief executiveofficerand otherexecutiveofficersin lightof thosegoalsand objectives,makingrecommendationsto theBoard with respectto non-employeedirectorcompensation,and administeringtheCompany’sClawback Policy.The CompensationCommitteeisalsoresponsibleformakingrecommendationsto theBoard with respect to incentivecompensationplansand equity-basedincentivecompensationplans.
Our CompensationCommitteemet ten timesduringthelastfiscalyear.The currentmembersof our CompensationCommitteeareMr.Francis(Chair), Mr. Smith and Dr. Mates. Mr. Buchi served as a member of the Compensation Committee until May 2025. Our Board has determinedthatall membersof our CompensationCommitteeare“independent”as definedundertherulesof theSECand the listingstandardsof Nasdaq.
No memberof our CompensationCommitteeisor has been our currentor formerofficeror employee.None of our executiveofficersservedas a directoror a memberof a compensationcommittee(orothercommittee servingan equivalentfunction)of any otherentity,one of whose executiveofficersservedas a directoror memberof our CompensationCommitteeduringthefiscalyearended June 30, 2026.
12
Role of CompensationConsultant
Pursuantto itscharter,theCompensationCommitteehas theauthorityto engageconsultantsor other advisors,includingindependentcounseland compensationadvisors,as itdeemsnecessaryor appropriateto carry out itsduties.Withrespectto thefiscalyearended June 30, 2026, theCompensationCommitteeretained Exequity LLP (“Exequity”) to provideadviceto theCompensationCommitteewith respectto thecompensationof our non-employeedirectorsand executiveofficersand to provideadvicewith respectto theCompany’s2020 Equity and IncentiveCompensationPlan. The Compensation Committee assessed the independence of Exequity and concluded that its work did not raise any conflict of interest.
Nominatingand CorporateGovernance Committee
The NominatingCommitteereviewstheCompany’sCorporateGovernanceGuidelinesand recommends appropriaterevisionsto theCompany’sgoverningdocumentsto theBoard. The NominatingCommittee’s responsibilitiesincludeidentifyingindividualsqualifiedto becomemembersof theBoard, recommending candidatesto fillBoard vacanciesand newly createddirectorpositions,recommendingwhetherincumbent directorsshouldbe nominatedforre-electionupon theexpirationof theirterms,recommendingcorporate governanceguidelinesapplicableto theBoard and to theCompany’semployees,overseeingtheevaluationof the Board and itscommittees,and assessingand recommendingBoard membersto theBoard forcommittee membership.This assessmentincludesfactorssuch as judgment,skill,integrity,experiencewith businessesand otherorganizationsof comparablesizeand/orin comparableindustries,theinterplayof thecandidate’s experiencewith theexperienceof otherBoard members,theextentto which thecandidatewould be a desirable additionto theBoard and any committeesof theBoard and any otherfactorsthatthecommitteedeemsrelevantto thecurrentneedsof theBoard, includingthosethatpromotediversity.
The currentmembersof our NominatingCommitteeareMessrs.Mehta(Chair),Buchi and Francis and Dr. Mates.Our NominatingCommitteemet twice duringthelastfiscalyear.Our Board has determinedthatall membersof our NominatingCommitteeare“independent”as definedundertherulesof theSECand thelisting standardsof Nasdaq.
Corporate GovernanceGuidelines
Our Board of Directorshas adoptedcorporategovernanceguidelinesto assistin theexerciseof itsduties and responsibilitiesand to servethebestinterestsof our Company and our stockholders.The corporate governance guidelinesprovide: thattheroleof theBoard isto overseetheperformanceof theCompany’sChiefExecutiveOfficerand other seniormanagementof thecompany;a setof qualificationsfordirectorskills,experience,and independence;a processforrelated-persontransactionreviewby theAudit Committee;and successionplanningformanagement. Under thecorporate governance guidelines,theBoard considersthemanagementof significantrisksto theCompany.
Hedgingand Pledging Policy
Employees(includingofficers)and directorsof theCompany areprohibitedfromenteringintohedging transactionswith respectto theCompany’ssecurities,or engagingin transactionswith respectto theCompany’s securitiesthatareof a speculativenature,including,but not limitedto, put or calloptions,marginingCompany securities,or otherwisepledgingCompany securitiesas collateral.
Code of Ethicsand Business Conduct
We have establisheda Code of Ethicsand BusinessConduct as of April14, 2020, which setsout the standardsof behaviorthatapplyto everyaspectof our dealingsand relationships,both withinand
13
outsidethe company.The followingstandardsof behaviorapplyto alldirectors,executiveofficersand employeesof the company:
•
complywith alllaws thatgovernus and our operations;
•
acthonestlyand with integrityand fairnessin alldealingswith othersand eachother;
•
avoidor manageconflictsof interest;
•
use our assetsresponsiblyand in thebestinterestsof thecompany;and
•
be responsibleand accountableforour actions.
The Code of Ethicsand BusinessConduct isavailableon our websiteatwww.benitec.com.Any amendmentsmadeto theCode of Ethicsand BusinessConduct willalsobe availableon our website,withinfour businessdays of any such amendment.
InsiderTrading Policy
We have adoptedan InsiderTradingPolicy,amended as of May 12, 2026, thatgovernstransactionsinvolvingthe Company’ssecuritiesby our directors,executiveofficers,employees,and consultantsor independentcontractors and theirrespectiverelatedpersons.The InsiderTradingPolicyrequiresthatsuch personsrefrainfromtradingin our securitieswhilein possessionof materialnonpublicinformation,observeblackoutperiods,and, in some cases,obtainpriorapprovalfortrades.
StockholderCommunicationswith Directors
Stockholderswho want to communicatewith our Board or with a particulardirectoror committeemaysend a letterto our SecretaryatBenitecBiopharmaInc.,3940 TrustWay, Hayward, California94545. The mailing envelopeshouldcontaina clearnotationindicatingthattheenclosedletterisa “Board Communication”or “DirectorCommunication.”All such lettersshouldstatewhethertheintendedrecipientsareallmembersof our Board or justcertainspecifiedindividualdirectorsor a specifiedcommittee.The Secretarywillcirculatethe communications(withtheexceptionof commercialsolicitations)to theappropriatedirectoror directors. Communicationsmarked“Confidential”willbe forwardedunopened.
14
CERTAINRELATIONSHIPSANDRELATEDPARTYTRANSACTIONS
Exceptas setforthbelow, theCompany has not been a participantsinceJuly1, 2024 in a transactionin which theamountinvolvedexceededor willexceedthelesserof $120,000 or one percentof theaverageof the Company’stotalassetsatyear-endforthelasttwo completedfiscalyears,and in which any of our directors, executiveofficersor, to our knowledge, beneficialowners of morethan5% of our capitalstockor any member of theimmediatefamilyof any of theforegoingpersonshad or willhave a director indirectmaterialinterest, otherthanequityand othercompensation,termination,changein controland otherarrangements,which are describedunder“ExecutiveCompensation”and “DirectorCompensation.”We alsodescribebelow certainother transactionswith our directors,executiveofficersand stockholders.
November 2025 Financing Transaction
On November 5, 2025, we enteredintoan UnderwritingAgreementwith LeerinkPartnersLLCand TD Securities(USA) LLC,as representativesof theseveralunderwritersnamedtherein,pursuantto which we agreed to issueand sell,in a firm commitment underwrittenofferingby us (the“UnderwrittenOffering”),5,930,000 sharesof our commonstock. In addition, we granted the underwriters a 30-day option to purchase up to an additional 889,500 shares of our common stock. The public offering price for each share of common stock was $13.50. In connection with their services, the underwriters received an underwriting discount equal to 6.0% of the gross proceeds of the Underwritten Offering. Concurrently with the Underwritten Offering, on November 5, 2025,we enteredintoa Securities PurchaseAgreementwith entitiesaffiliatedwith Montanova,a greaterthan5% beneficialowner priorto the offering(together,the“Purchasers”),pursuantto which we agreedto issueand sellto thePurchasersan aggregateof 1,481,481 sharesof our common stock ata purchasepriceof $13.50 persharein a registereddirect offering(the“DirectOffering,”and togetherwith theUnderwrittenOffering,the“Offerings”),thesamepriceper shareas theofferingpricein theUnderwrittenOffering. The aggregate purchase price paid by the Purchasers in the Direct Offering was approximately $20.0 million. In connection with their services, we entered into a Placement Agency Agreement with Leerink Partners, TD Securities and Evercore ISI pursuant to which we agreed to pay such placement agents a fee in an amount equal to 6.0% of the gross proceeds received by the Company from the Direct Offering, subject to the placement agents reimbursing the Company for certain of its expenses. Pursuant to the Securities Purchase Agreement, the Company and the Purchasers entered into a Registration Rights Agreement pursuant to which the Company agreed to register for resale the shares of our common stock sold in the Direct Offering. We receivedgrossproceedsof approximately $104.5 million, less underwriter issuance costs of $5.7 million and other incidental costs of $0.6 million.
March 2025 Financing Transaction
On March 25, 2025, we entered into an Underwriting Agreement with Leerink Partners LLC and TD Securities (USA) LLC, as representatives of the several underwriters named therein, pursuant to which we agreed to issue and sell, in an underwritten offering by us (the “March 2025 Underwritten Offering”), (i) 1,143,000 shares of our common stock at a purchase price to investors of $13.00 per share, and (ii) pre-funded warrants to purchase 300,000 shares of Common Stock at an exercise price of $0.0001 per share at a purchase price to investors of $12.999 per warrant. In connection with the March 2025 Underwritten Offering, we entered into a Securities Purchase Agreement with entities affiliated with Suvretta Capital, a greater than 5% beneficial owner prior to the offering (together, the “March 2025 Purchasers”), pursuant to which we agreed to issue and sell to the March 2025 Purchasers an aggregate of 900,000 shares of Common Stock at a purchase price of $13.00 per share in a registered direct offering (the “March 2025 Direct Offering,” and together with the Underwritten Offering, the “March 2025 Offerings”), the same price per share as the offering price in the March 2025 Underwritten Offering. We received gross proceeds of approximately $30.5 million and net proceeds of approximately $28.2 million from the March 2025 Offerings.
15
Review and Approval of RelatedParty Transactions
Our relatedpartiesincludeour directors,directornominees,executiveofficers,holdersof morethanfive percentof theoutstandingsharesof our commonstockand theforegoingpersons’immediatefamilymembers. We reviewrelationshipsand transactionsin which theCompany and our relatedpartiesareparticipantsto determinewhethersuch relatedpersonshave a director indirectmaterialinterest.As requiredunderSECrules, transactionsthataredeterminedto be directlyor indirectlymaterialto a relatedpartyaredisclosedin the appropriateSECfiling.In addition,theAudit Committeereviewsand approvesany relatedpartytransactionthat isrequiredto be disclosed.Set forthabove isinformationconcerningtransactionswith our relatedpartiesthatis requiredto be disclosedunderSECrules.
Indemnificationand SeveranceAgreements
We have enteredintoindemnificationagreementswith our directorsand executiveofficerswhich requireus to indemnifysuch individualsto thefullestextentpermittedby Delawarelaw. Our indemnificationobligations undersuch agreementsarenot limitedin amountor duration.Certaincostsincurredin connectionwith such indemnitiesmaybe recoveredundercertaincircumstancesundervariousinsurancepolicies.Given thatthe amountof any potentialliabilitiesrelatedto such indemnitiescannotbe determineduntila lawsuithas been filed againsta directoror executiveofficer,we areunableto determinethemaximumamountof lossesthatwe could incurrelatingto such indemnities.Historically,any amountspayablepursuantto such directorand officer indemnitieshave not had a materialnegativeeffecton our business,financialconditionor resultsof operations.
Equity AwardGrantingPolicy
Equitycompensationawardsmadeto our NEOsmustbe approvedby theCompensationCommittee.The CompensationCommitteemay,fromtimeto timemakeequityawards,includingstockoptions.The CompensationCommitteedoes not takematerialnon-publicinformationintoaccountwhen determiningthe timingof thegrantof stockoptions,and thetimingof thereleaseof materialnon-publicinformationisnot based on affectingthevalueof executivecompensation.
EXECUTIVECOMPENSATION
As a “smallerreportingcompany”we have optedto complywith thescaledexecutivecompensation disclosurerulesapplicableto “smallerreportingcompanies”(assuch termisdefinedunderapplicablesecurities laws).
Our namedexecutiveofficers,or our “NEOs”, forthefiscalyearended June 30, 2026 were Dr. JerelA. Banks, our ExecutiveChairmanand ChiefExecutiveOfficer,MeganBoston, our ChiefFinancialOfficerand Secretary,and Sophie Mukadam,our ChiefOperatingOfficer.
The Company’snamedexecutiveofficercompensationprogramisdesignedto incentivizeour named executiveofficersto grow our businessand furtherlinktheinterestsof our namedexecutiveofficerswith our stockholders.We provideour namedexecutiveofficerswith an annualbasesalaryas a fixed,stableformof compensation,certaincashincentiveopportunitiesas notedbelow to rewardachievementof short-termgoals, and, in priorfiscalyears,we have grantedour namedexecutiveofficersstockoptionswith multi-yearvesting schedulesto furtheraligntheircompensationwith our stockholders’long-terminterests.We have alsoentered intoemploymentagreementswith Dr. Banks and Ms. Boston thatprovidefora fixednoticeperiodin connection with certainterminationsof employment.The employmentagreementsand our namedexecutiveofficer compensationprogramgenerallyaredescribedin greaterdetailbelow undertheheading“NarrativeDisclosure to Summary Compensation Table”.
16
SummaryCompensationTable
The followingtablesetsforthinformationregardingcompensationearnedby our NEOsduringthefiscal yearended June 30, 2026 and thefiscalyearended June 30, 2025:
Named Executive Officer and Principal Position
Fiscal Year
Salary ($)(1)
Bonus ($)(2)
Option Awards ($)(3)
All Other Compensation ($)
Total($)
Dr. Jerel Banks, M.D. Ph.D
2026
667,000
550,275
5,252,400
46,644
(4)
6,516,319
Chairman and Chief Executive Officer
2025
661,100
366,850
24,795,540
41,546
25,865,036
Megan Boston
2026
531,900
281,380
2,334,400
19,757
(4)
3,167,437
Chief Financial Officer, Secretary
2025
445,610
175,000
7,728,480
250,203
8,599,293
Sophie Mukadam
2026
500,000
300,000
5,836,000
70,443
(5)
6,706,443
Chief Operating Officer
2025
340,846
200,000
3,175,800
58,747
3,775,393
(1)
FromJuly1, 2025 throughJune 30, 2026, Dr. Banks’, Ms. Boston’s,and Ms. Mukadam’sannualbase salarieswere $667,000, $531,900 and $500,000, respectively.
(2)
Reflects discretionary bonuses paid to Dr. Banks, Ms. Boston and Ms. Mukadam, in connection with their performance during the fiscal years ending June 30, 2025 and June 30, 2026. Amounts for fiscal 2026 represent the half-year cash bonus earned for the period from July 1, 2025 through December 31, 2025.
(3)
Amount represents the aggregate grant date fair value of stock and option awards granted by the Company in the fiscal year ended June 30, 2026, computed in accordance with FASB ASC Topic 718. For further information on how we account for stock-based compensation, see Note 9 to the Company’s consolidated financial statements for the year ended June 30, 2026, included in our Annual Report on Form 10-K. These amounts reflect the Company’s accounting expense for these awards and do not correspond to the actual amounts, if any that will be recognized by the NEOs.
(4)
Amount reflects company-paid health and life insurance premiums.
We use base salaries to recognize the experience, skills, and responsibilities required of all of our employees, including our NEOs. Base salaries are reviewed annually by our Board. From July 1, 2025 through June 30, 2026, Dr. Banks’, Ms. Boston’s, and Ms. Mukadam’s annual base salaries were $667,000, $531,900 and $500,000, respectively.
BonusCompensation – in fiscal 2026 there was a half year cash bonus for the period from July 1, 2025 through December 31, 2025 with a decision to transition to a calendar year review for 2026.
We have historicallyawardedour NEOsannualdiscretionarybonuses.For thefiscalyearended June 30, 2025, theCompensationCommitteepaiddiscretionarybonusesto our NEOswhich were basedon a targetof 55%, 40% and 40% of basesalaryforeachof Dr. Banks, Ms. Boston, and Ms. Mukadam,respectively.The actualannualcashbonusesawardedto Dr. Banks, Ms. Boston, and Ms. Mukadamfor thefiscalyearsended June 30, 2025 and June 30, 2026aresetforthabove in the“SummaryCompensationTable”in thecolumntitled “Bonus.”
Equity or Equity-LinkedIncentiveAwards
Although we do not have a formalpolicywith respectto thegrantof equityincentiveawardsto our NEOs, we believethatequitygrantsprovideour NEOswith a stronglinkto our long-termperformance,createan ownershipcultureand helpto aligntheinterestsof our NEOsand our stockholders.
17
On December9, 2020, theCompany’sstockholdersapprovedtheCompany’s2020 Equityand Incentive CompensationPlan (the“2020 Plan”).Our CompensationCommitteehas grantedstockoptionsto our NEOs, which have historicallybeen subjectto time-basedvesting,vestingin either quarterly installments over a period of four years or in annual installments over a period of three years, generally subject to the applicable NEO’s continued employment through the vesting date. Recent grants for fiscal 2026 and 2025 have incorporated the longer 4-year vesting schedule.We believethatequitygrantswith a time-basedvestingfeaturepromote executiveretentionbecausethisfeatureincentivizesour NEOsto remainin our employmentduringthevesting period.
On November 18, 2025, theCompensationCommitteeapprovedthegrantto eachof Dr. Banks, Ms. Boston, and Ms. Mukadam of nonqualifiedstockoptionsto purchase450,000, 200,000 and 500,000 shares,respectively,of the Company’scommonstockpursuantto the2020 Plan. The stockoptionsvestin sixteensubstantiallyequal quarterlyinstallmentson thelastday of eachfullfiscalquarterof theCompany endingafterthegrantdateof the stockoptions,with thefirstvestingdateoccurringon March31, 2026, subjectto theapplicableNEO’s continued servicewith theCompany throughtheapplicablevestingdate.
Ifan NEOdiesor terminatesemploymentor servicedue to Disability(asdefinedin the2020 Plan),the NEOgenerallyhas 12 monthsto exercisetheirvestedoptionsor theoptionsarecancelled.Ifan NEOotherwise leavestheCompany, otherthanfora terminationby theCompany forCause (asdefinedin the2020 Plan),the NEOgenerallyhas 90 days to exercisetheirvestedoptionsor theoptionsarecancelled.Upon theconsummation of a Change in Control(asdefinedin the2020 Plan),allunvestedstockoptionswillimmediatelyvestas of immediatelypriorto theChange in Control.
EmploymentAgreementswith our NEOs
We area partyto employmentagreementswith our NEOs.These employmentagreementsprovidefor“at will”employmentand maybe terminatedatany time.
EmploymentAgreementwith Dr. JerelA. Banks, M.D. Ph.D.
In September2018, TacereTherapeutics,Inc.,a subsidiaryof theCompany, enteredintoan employment agreementwith Dr. Banks settingforththetermsof hisemploymentas ExecutiveChairmanand ChiefExecutive Officerof Benitec Biopharma Limited.In connectionwith our re-domiciliation,Dr. Banks was appointedExecutiveChairmanand ChiefExecutiveOfficerof theCompany. The agreementprovidesforDr. Banks’ employmentand setsforthhis (i)annualbasesalary,(ii)discretionaryannualbonus, (iii)eligibilityto participatein employeebenefitplans, (iv)eligibilityforaccruedpaidvacation,(v)expensereimbursementsin accordancewith Company policy, (vi)eligibilityto participatein theCompany’sequityincentiveplan,(vii)post-employmentobligationsto refrain fromsolicitingour employeesforone yearfollowingtheend of employment,and (viii)certain non-disparagementobligations.Dr. Banks’ employmentagreementalsoprovidesforconfidentialityof informationand ownershipof proprietarypropertyrestrictions.
Pursuantto theemploymentagreement,Dr. Banks’ employmentis“atwill”and can be terminatedatany time.However, theCompany mustprovideDr. Banks with atleastsixmonths’priornotice(orpay in lieuof notice)priorto any termination.Dr. Banks mayterminatehisemploymenton no fewerthansixmonths’prior writtennoticeto theCompany.
Notwithstandingany provisionsin theemploymentagreement,theCompany mayterminateDr. Banks’ employmentimmediatelywithoutpriornoticeto Dr. Banks ifhe (a)commitsany seriousor persistentbreachof any of theprovisionsof theemploymentagreement,(b)commitsany actof willfulor seriousmisconductor negligencein thedischargeof hisduties,(c)becomesof unsound mindor underthecontrolof any committeeor officerunderany law relatingto mentalhealth,(d)isconvictedof a felony,which in our reasonableopinion affectsDr. Banks’ position,or (e)becomespermanentlyincapacitatedby
18
accidentor illnessfromperforming dutiesundertheemploymentagreementfora periodaggregatingmorethanthreemonthsin any six-month period,or forany periodbeyond threeconsecutivemonths.
EmploymentAgreementwith Megan Boston
In July2018, BenitecBiopharmaProprietaryLimitedenteredintoan employmentagreementwith Megan Boston forthepositionof ExecutiveDirector.In connectionwith enteringintotheemploymentagreement, Ms. Boston ceasedservingas a Non-ExecutiveDirectorof theCompany. Ms. Boston remained on theBoard until May 2026 and, effectiveJanuary1, 2025, was appointedas our ChiefFinancialOfficer.The employmentagreementprovidesfor Ms. Boston’semploymentand setsforthher(i)annualbasesalary,(ii)discretionaryannualbonus,(iii)eligibilityforaccruedpaidvacation,(iv)expensereimbursementsinaccordancewith Company policy,and (v)post-employmentobligationsto refrainfromsolicitingour employees forone yearfollowingtheend of employment.Ms. Boston’semploymentagreementalsoprovidesfor confidentialityof informationand ownershipof proprietarypropertyrestrictions.
Pursuantto theemploymentagreement,Ms. Boston’semploymentis“atwill”and can be terminatedatany time.However, theCompany mustprovideMs. Boston with atleastsixmonths’priornotice(orpay in lieuof notice)priorto any termination.Ms. Boston mayterminateheremploymenton no fewerthansixmonths’prior writtennotice.
Notwithstandingany provisionsin theemploymentagreement,theCompany mayterminateMs. Boston’s employmentimmediatelywithoutpriornoticeto Ms. Boston ifshe (a)commitsany seriousor persistentbreach of any of theprovisionsof theemploymentagreement,(b)commitsany actof willfulor seriousmisconductor negligencein thedischargeof herduties,(c)becomesbankruptor makesany arrangementor compositionwith hercreditors,(d)becomesof unsound mindor underthecontrolof any committeeor officerunderany law relatingto mentalhealth,(e)isconvictedof any criminaloffenseotherthanan offensewhich in our reasonable opiniondoes not affectMs. Boston’sposition,or (f)becomespermanentlyincapacitatedby accidentor illness fromperformingherdutiesundertheemploymentagreementfora periodaggregatingmorethanthreemonthsin any six-monthperiod,or any periodbeyond threeconsecutivemonths.
The sharessubjectto eachof theoptionawardsvestin sixteensubstantiallyequalquarterlyinstallmentson thelastday of eachfullfiscalquarterof theCompany endingaftertheGrantDate, with thefirstvestingdate occurringon March31, 2025, generallysubjectto continuedemploymentthroughtheapplicablevesting date.
(4)
The sharessubjectto eachof theoptionawardsvestin sixteensubstantiallyequalquarterlyinstallmentson thelastday of eachfullfiscalquarterof theCompany endingaftertheGrantDate, with thefirstvestingdate occurringon March31, 2026, generallysubjectto continuedemploymentthroughtheapplicablevesting date.
OtherElementsof Compensation
Other Benefitsand Perquisites
We offerparticipationin broad-basedretirement,healthand welfareplansto allof our colleagues,including our NEOs.
We maintaina tax-qualifieddefinedcontributionretirementplanthatprovideseligibleU.S.employees, includingour NEOs,with an opportunityto saveforretirementon a tax-advantagedbasis.Plan participantsare eligibleto defereligiblecompensationsubjectto applicableannualInternalRevenue Code limits.We match employeecontributionsin cashata rateof 100% of thefirst6% of basecompensationthatan employee contributes.The 401(k)planisintendedto be qualifiedunderSection401(a)of theInternalRevenue Code with the401(k)plan’srelatedtrustintendedto be taxexemptunderSection501(a)of theInternalRevenue Code. As a tax-qualifiedretirementplan,contributionsto the401(k)planand earningson thosecontributionsarenot taxable to theemployeesuntildistributedfromthe401(k)plan.Ms. Mukadamparticipatesin the401(k)plan.
We contributeto theAustraliansuperannuationschemethatprovideseligibleAustralianemployees (includingMs. Boston, priorto herrelocation)with an opportunityto saveforretirementon a
20
tax-advantaged basis.We pay superannuationin accordancewith legislativerequirementsand our minimumcontributionisset by legislation.We offerflexibilityforsalarysacrificeto be added to thesuperannuationschemeand any actual increasein our contributionto thesuperannuationschemeissubjectto legislativerulesatthetime.
Terminationor Changein Control Benefits
The employmentagreementswith Dr. Banks, Ms. Boston and Ms. Mukadam provideforspecifiednoticeperiods(orpay in lieuof notice)iftheCompany terminatestheemploymentof our NEOsundercertaincircumstances,as described above in the“EmploymentAgreementswith our NEOs”section.Upon theconsummationof a Change in Control (asdefinedin the2020 Plan),allunvestedstockoptionsgrantedpursuantto the2020 Plan willimmediatelyvest as of immediatelypriorto theChange in Control.Our NEOsarenot eligibleto receiveany additionalpayments or benefitsin connectionwith theirterminationof employmentor in connectionwith theCompany’schangein control.
Pay Versus PerformanceDisclosure
As requiredby Item402(v)of RegulationS-K, which was mandatedby Section953(a)of theDodd-Frank Act, we areprovidingthefollowinginformationabouttherelationshipbetween“compensationactuallypaid”to our principalexecutiveofficer(“PEO”) and average“compensationactuallypaid”(“CAP”) to eachof our NEOs and thefinancialperformanceof theCompany fortheCompany’sfiscalyearsended June 30, 2026 (“Fiscal 2026”), June 30, 2025 (“Fiscal 2025”), andJune 30, 2024 (“Fiscal2024”),in eachcasecalculatedin a manner consistentwith SECrules.
Year
Summary Compensation Table Total for PEO (1)
Compensation Actually Paid to PEO(1)(2)
Average Summary Compensation Table Total or Non-PEO NEOs (2)(3)
Average Compensation Actually Paid to Non-PEO NEOs (2)(3)
Investment Based Total Shareholder Return (4)
Income (loss) (in thousands)
2026
$
6,516,319
$
9,536,670
$
4,936,940
$
5,524,224
$
330.18
$
(45,670
)
2025
$
25,865,036
$
26,724,611
$
6,187,343
$
6,794,411
$
288.70
$
(37,864
)
2024
$
3,159,337
$
4,288,885
$
1,438,577
$
1,942,302
$
172.40
$
(21,814
)
(1)
The PEOreflectedin thesecolumnsfor Fiscal 2026, Fiscal2025 and Fiscal2024 isDr. JerelA. Banks, M.D. Ph.D.
(2)
CAPto our PEOand Non-PEONEOsiscalculatedbasedon the“TotalCompensation”reportedin the SummaryCompensationTable(“SCT”) foreachof theapplicablefiscalyears,adjustedto excludeand includecertainitemsin accordancewith Item402(v)of RegulationS-K as follows.
PEOSCTTotalto CAPReconciliation:
Additions to SCT Total(ii)
Fiscal Year
SCT Total
Deductions from SCT Total (i)
Fair Value of Current Year Equity Awards for Fiscal Year 2026
Change in Value of Prior Years’ Awards Unvested for Fiscal Year 2026
Change in Value of Prior Years’ Awards that Vested in Fiscal Year 2026
CAP
2026
$
6,516,319
$
5,252,400
$
5,097,358
$
726,782
$
2,448,611
$
9,536,670
2025
$
25,865,036
$
24,795,540
$
23,650,026
$
1,263,672
$
741,417
$
26,724,611
2024
$
3,159,337
$
2,133,085
$
2,933,318
$
55,808
$
273,507
$
4,288,885
21
Average Non-PEONEOsSCTTotalto CAPReconciliation:
Additions to SCT Total(ii)
Fiscal Year
Summary Compensation Table (“SCT”) Total
Deductions from SCT(i)
Fair Value of Current Year Equity Awards for Fiscal Year 2026
Change in Value of Prior Years’ Awards Unvested for Fiscal Year 2026
Change in Value of Prior Years’ Awards that Vested in Fiscal Year 2026
CAP
2026
$
4,936,940
$
4,085,200
$
3,968,652
$
162,754
$
541,078
$
5,524,224
2025
$
6,187,343
$
5,452,140
$
5,216,356
$
527,595
$
315,257
$
6,794,411
2024
$
1,438,577
$
914,418
$
1,257,465
$
23,925
$
136,753
$
1,942,302
(i)
Representsthegrantdatefairvalueofequity-basedawardsgrantedeachyearasreportedintheSummary CompensationTablefortheapplicablefiscalyear.Thefairvaluesofequitycompensation,includingsuch amountsdescribedinthetablesabove,arecalculatedinaccordancewithFASBASCTopic718.All assumptionsmadeinthevaluationsarecontainedanddescribedinNote10totheCompany’s consolidatedfinancialstatementsfortheyearendedJune30,2026includedin our Annual Report on Form 10-K.
We did not reporta changein pensionvalueforany of theyearsreflectedin thistablebecausethe Company does not maintaina definedbenefitor actuarialpensionplanand thereforea deductionfrom SCTrelatedto such pensionplansisnot needed.
(ii)
Reflectsthevalueof equitycalculatedin accordancewith theSECmethodologyfordeterminingCAP foreachyearshown. The fairvaluesof equitycompensation,includingsuch amountsdescribedin the tablesbelow, arecalculatedin accordancewith FASBASCTopic 718. The amountsshown in thetable reflectthetotalfairvalueon theapplicabledate(s)listedin thetableabove, and do not necessarily reflecttheactualvalue,ifany, thatmaybe realizedby thePEOor thenon-PEO, as applicable.
(3)
The non-PEO NEOsreflectedin thesecolumnsareMeganBoston (ChiefFinancialOfficer)forFiscal2024 to Fiscal2026 and Sophie Mukadam(ChiefOperating Officer)forFiscal2025 and Fiscal2026.
(4)
Representscumulativetotalreturnto holdersof our commonstockfromJune 30, 2023 (thelasttradingday beforeFiscal2024) throughJune 30, 2026 (thelasttradingday of thecoveredperiod),calculatedfromthe marketcloseon thelasttradingday beforeFiscal2024 throughand includingtheend of eachapplicable fiscalyearin thetableabove forwhich thetotalshareholderreturnisbeingcalculated.The totalshareholder returnforeachinvestmentassumesthat$100 was investedin our commonstockon June 30, 2023 throughJune 30, 2026, includingreinvestmentof any dividends(ofwhich none were paid duringthisperiod).
RelationshipBetween FinancialPerformanceMeasuresand CAP
In Fiscal 2026, there was an inverse relationship between our total shareholder return and PEO CAP and our average non-PEO NEO CAP, and a direct relationship between our net income and our PEO CAP and our average non-PEO NEO CAP. Our total shareholder return increased by approximately 14% as compared to Fiscal 2025. Our net income between Fiscal 2025 and Fiscal 2026 decreased by approximately 21%. Our PEO CAP decreased by approximately 64% and our average non-PEO NEO CAP decreased by approximately 19%, in each case as compared to Fiscal 2025.
In Fiscal 2025, there was a direct relationship between our total shareholder return compared to our PEO CAP and our average non-PEO NEO CAP, and there was an inverse relationship between our net income compared to our PEO CAP and our average non-PEO NEO CAP. Our total shareholder return increased by approximately 67% as compared to Fiscal 2024. Our net income between Fiscal 2024 and Fiscal 2025 decreased by approximately 74%. Our PEO CAP increased by approximately 523% and our average non-PEO NEO CAP increased by approximately 250%, in each case as compared to Fiscal 2024.
22
Equity CompensationPlan Information
The followingtableprovidesinformationregardingthenumberof securitiesto be issuedunderour equity plans,theweighted-averageexercisepriceof optionsissuedunderour equityplansand thenumberof securities remainingavailableforfutureissuanceunderour equityplans,in eachcaseas of June 30, 2026:
Plan category
Number of securities to be issued upon exercise of outstanding options, warrants and rights
Weighted-average exercise price of outstanding options, warrants and rights ($)
Number of securities remaining available for future issuance under equity compensation
Equity compensation plans approved by security holders (1)
7,035,497
$
11.80
1,169,041
Equity compensation plans not 'approved by security holders
—
—
—
Total
7,035,497
$
11.80
1,169,041
(1)
Consistsof the2020 Plan.
23
DIRECTORCOMPENSATION
The followingtableshows thetotalcompensationpaidto theCompany’sdirectors(otherthanany such directorswho arealsoNEOs) forthefiscalyearended June 30, 2026.
Name
Fees Earned or Paid in Cash ($)(2)
Option Awards ($)(3)
All Other Compensation ($)(4)
Total ($)
J. Kevin Buchi
62,321
353,311
—
415,632
Peter Francis
56,352
353,311
6,576
416,239
David Friedman(5)
4,384
327,733
—
332,117
Sharon Mates
31,960
740,020
—
771,980
Kishen Mehta(5)
41,010
353,311
—
394,321
Edward F. Smith
56,792
353,311
—
410,103
(1)
For informationregardingthecompensationof Dr. Banks and Ms. Boston (who served as a director until May 2026),, see“SummaryCompensation Table.”
(2)
Fees paidto Mr.Franciswere paidin Australiandollarsand have been convertedto U.S.dollarsusinga conversionrateof A$1.00 to $0.6790 forthefiscalyearended June 30, 2026.
(3)
Amount representstheaggregategrantdatefairvalueof stockand optionawardsgrantedby theCompany in thefiscalyearended June 30, 2026, computedin accordancewith FASBASCTopic 718. For further informationon how we accountforstock-basedcompensation,seeNote 9 to theCompany’sconsolidated financialstatementsfortheyearended June 30, 2026 includedin ourAnnual Report on Form 10-K.These amountsreflect theCompany’saccountingexpensefortheseawardsand do not correspondto theactualamounts,ifany, thatwillbe recognizedby thedirectors.
(4)
For informationregardingothercompensationof alldirectors,see“NarrativeDisclosureto Director CompensationTable.”
(5)
Cash compensation for Mr. Mehta’s and Dr. Friedman’s service on the Board is paid directly to Montanova, and option awards granted to each of them are held for the benefit of the Montanova Funds. See “Narrative Disclosure to Director Compensation Table.”
For eachdirector,theaggregatenumberof optionawardsoutstandingatfiscalyear-endforthefiscalyearended June 30, 2026 issetforthbelow:
Option Awards
Name
(#)
J. Kevin Buchi
107,798
Peter Francis
107,798
David Friedman
35,000
Sharon Mates
63,517
Kishen Mehta
70,000
Edward F. Smith
107,798
NarrativeDisclosureto DirectorCompensationTable
Dr. Banks and Ms. Boston (who served as a director until May 2026), each of whom is anexecutiveofficerand employeeof theCompany, do not receive annualfeeswith respectto theirserviceon theBoard.
The annualfeesforthefiscalyearended June 30, 2026 paidto our non-employeedirectorswere:
•
an annual cash retainer of $40,000;
•
an additional annual cash retainer of $30,000 to the Lead Independent Director;
24
•
an additional annual cash retainer of $15,000 to the chair of the Audit Committee;
•
an additional annual cash retainer of $10,000 to the chair of the Compensation Committee;
•
an additional annual cash retainer of $7,500 to the chair of the Nominating Committee;
•
an additional annual cash retainer of $7,500 to a non-chair member of the Audit Committee;
•
an additional annual cash retainer of $5,000 to a non-chair member of the Compensation Committee; and
•
an additional annual cash retainer of $4,000 to a non-chair member of the Nominating Committee.
In additionto thecashfeespaidto our non-employeedirectors,theBoard grantedeachof Messrs.Buchi, Francis,Smithand Mehtaawardsfor35,000 optionson December1, 2025. Dr. Sharon Mates was awarded 28,517, 3,500 and 31,500 options on November 5, 2025, December 1, 2025 and January 22, 2026, respectively. Dr. David Friedman was awarded 35,000 options on May 26, 2026. The optionawardsvestin fullon the earlierof immediatelypriorto thenextannualmeetingof stockholdersand thefirstanniversaryof thegrantdate. In addition,theCompany makesa superannuationcontributionon Mr.Francis’behalfin theamountof $6,576.
Mr. Mehta and Dr. Friedman serve on the Board while employed by Montanova, the investment manager of the Montanova Funds. Each of Mr. Mehta and Dr. Friedman has agreed with Montanova to transfer to Montanova or an affiliate thereof all fees, proceeds from the sale of equity awards and other remuneration received from the Company in connection with his service on the Board or any committee thereof, and has authorized the Company to pay any cash compensation for such service directly to Montanova or its designee. Option awards granted to Mr. Mehta and Dr. Friedman for their Board service are issued to and held by each director on behalf of and for the benefit of the Montanova Funds, and each director has agreed to transfer to Montanova any proceeds from the sale of such awards, including following the exercise of vested options. Montanova has agreed to offset any such cash compensation or proceeds it receives against the management fees payable to it by the Montanova Funds. The amounts reported for Mr. Mehta and Dr. Friedman in the Director Compensation Table above reflect the compensation awarded in respect of their Board service without regard to these arrangements.
25
PROPOSAL 1
ELECTIONOF DIRECTORS
Our Board currently consists of seven directors divided into three classes — Class I (Messrs. Smith and Mehta and Dr. Mates), Class II (Mr. Buchi and Mr. Francis) and Class III (Dr. Banks and Dr. Friedman) — with the directors in each class holding office for staggered terms of three years each or until their successors have been duly elected and qualified. The terms of Messrs. Smith and Mehta and Dr. Mates’ terms expire at the Annual Meeting. Accordingly, three Class I directorswillbe electedattheAnnual Meeting.The nomineesforelectionas ClassIdirectorsare Messrs. Smith and Mehta and Dr. Mates. The ClassIdirectorswillserveuntilour 2029 Annual Meetingof Stockholdersand untiltheirsuccessors areelectedand qualified.Assumingthenomineesareelected,we willhave sevendirectorsserving as follows:
ClassI directors: Dr. Sharon Mates, Kishen Mehta and Edward Smith
Terms expire at our 2027 annual meeting of stockholders.
ClassIIIdirectors: Dr. JerelBanks and Dr. David Friedman
Termsexpireatour 2028 annualmeeting of stockholders.
The accompanyingproxy cardgrantstheproxy holderthepower to votetheproxy fora substitutenominee in theeventthatone of thenomineesbecomesunavailableto serveas a ClassIdirector.Managementpresently has no knowledge thatthenomineeswillrefuseor be unableto serveas ClassIdirectorsfortheirprescribed terms.
DirectorNominees:Dr. Sharon Mates, Kishen Mehta and Edward Smith
See above under“Our Management”forthebiographicalinformationof Dr. Mates and Messrs. Mehta and Smith.
Required Vote
Directorsareelectedby a “plurality”of thesharesvoted.Pluralitymeansthatthenomineeswith thelargest numberof votesareelected,up to themaximumnumberof directorsto be chosen(inthiscase,three directors). Stockholderscan eithervote“for”thenomineesor withholdauthorityto voteforthenominees.However, shares thatarewithheldwillhave no effecton theoutcomeof theelectionof thedirectors.Abstentionsand broker non-votesalsowillnot have any effecton theoutcomeof theelectionof thedirectors.
Board Recommendation
Our Board Recommendsa Vote “For” the Electionof each of Dr. Mates, Mr. Mehta and Mr. Smith.
26
PROPOSAL 2
RATIFICATIONOF APPOINTMENTOF
INDEPENDENTREGISTEREDPUBLICACCOUNTINGFIRM
IndependentAccounting Firm
Our Audit Committeehas selected Ernst & YoungLLP(“EY”),an independentregisteredpublic accountingfirm,to auditour financialstatementsforour fiscalyearendingJune 30, 2027. EYhas served as our independentregisteredpublicaccountingfirmsinceSeptember 2026, and itdoes not have any financial interestof any kind in us excepttheprofessionalrelationshipbetweenauditorand client.
As previously reported in our Current Report on Form 8-K filed with the U.S. Securities and Exchange Commission (the “SEC”) on September 24, 2026 (the “Form 8-K”), the Company, through its Audit Committee, completed a process to review the engagement of the Company’s independent registered public accounting firm to audit the Company’s future consolidated financial statements. On September 18, 2026, our Audit Committee dismissed Baker Tilly US, LLP (“Baker Tilly”) and on September 21, 2026 notified Baker Tilly of its dismissal and decision to change its independent registered public accounting firm. The audit reports of Baker Tilly on the financial statements of the Company as of and for the fiscal years ended June 30, 2026 and 2025 did not contain any adverse opinion or disclaimer of opinion, nor was it qualified or modified as to going concern, uncertainty, audit scope, or accounting principles. During the Company’s fiscal years ended June 30, 2026 and 2025, and in the subsequent period through September 21, 2026, there were (i) no disagreements between the Company and Baker Tilly on any matter of accounting principles or practices, financial statement disclosure or auditing scope or procedures, which disagreements, if not resolved to the satisfaction of Baker Tilly, would have caused Baker Tilly to make reference to the subject matter of the disagreements in their audit report, and (ii) no “reportable events,” as such term is defined in Item 304(a)(1)(v) of Regulation S-K, except for the material weakness in the Company’s internal control over financial reporting, as reported in Item 9A of Part II of the Company’s Annual Report on Form 10-K for the year ended June 30, 2025, filed with the SEC on September 22, 2025, related to inadequate design and implementation of controls over share-based compensation calculation review process, which was remediated as of June 30, 2026, as reported in Item 9A of Part II of the Company’s Annual Report on Form 10-K for the year ended June 30, 2026, filed with the SEC on September 14, 2026. The Company provided Baker Tilly with a copy of the disclosure set forth in the Form 8-K and requested that Baker Tilly furnish the Company with a letter addressed to the SEC stating whether or not it agreed with the statements made in the Form 8-K, each as required by applicable SEC rules. A copy of Baker Tilly’s letter, dated September 24, 2026, is filed as Exhibit 16.1 to the Form 8-K. On September 18, 2026, the Audit Committee approved the engagement of EY as the Company’s independent registered public accounting firm for the fiscal year ending June 30, 2027. The engagement was subject to EY completing its client acceptance process, which was completed on September 28, 2026. On September 29, 2026, the Company and EY executed an engagement letter to engage EY as the Company’s registered public accounting firm. During the fiscal years ended June 30, 2026 and 2025 and in the subsequent period through September 21, 2026, neither the Company nor anyone acting on the Company’s behalf, consulted with EY regarding (i) the application of accounting principles to a specific transaction, either completed or proposed, or the type of audit opinion that might be rendered on the Company’s consolidated financial statements, and neither a written report nor oral advice was provided to the Company that EY concluded was an important factor considered by the Company in reaching a decision as to any accounting, auditing, or financial reporting issue, (ii) any matter that was the subject of a “disagreement” as such term is defined in Item 304(a)(1)(iv) of Regulation S-K, or (iii) any “reportable event” as such term is defined in Item 304(a)(1)(v) of Regulation S-K.
Representativesof each of Baker Tilly and EYareexpectedto attendthe virtual Annual Meeting, willhavean opportunityto makea statementifthey desireto do so, and willbe availableto respondto appropriatequestionsfrom stockholders.Our Audit Committeeissubmittingitsselectionof EYto our stockholdersforratification.
27
Audit Fees
The followingtablesetsforththeaggregatefeesbilledto theCompany forservicesduringthefiscalyears ended June 30, 2026 and 2025 by Baker Tilly:
Audit-RelatedFees consistof feesbilledforassuranceand relatedservicesrenderedthatarereasonably relatedto theperformanceof theauditor reviewof theCompany’sconsolidatedfinancialstatementsand are not reportedunder“AuditFees.”
(3)
Tax Fees were billedforprofessionalservicesincludingassistancewith taxcomplianceand thepreparation of taxreturns,taxconsultationservices,assistancein connectionwith taxauditsand taxadvicerelatedto mergers,acquisitionsand dispositions.
Pre-ApprovalPolicies
The Audit Committee,or a designatedmemberthereof,pre-approves100% of allaudit,audit-related,tax and otherservicesrenderedby theindependentregisteredpublicaccountingfirmto theCompany or its subsidiaries.
Required Vote
This proposalrequirestheaffirmativevoteof a majorityof thevotespresentand entitledto voteon the proposal.Stockholdersmayvote“for”or “against”theproposal,or theymayabstainfromvotingon the proposal.Abstentionswillhave thesameeffectas a vote“against”Proposal2. In theeventthestockholdersdo not approvethisproposal,our Audit Committeewillreconsidertheappointmentof EYas our independentregisteredpublicaccountingfirm.
Board Recommendation
Our Board Recommendsa Vote “For” the Ratificationof the Appointmentof our IndependentRegistered PublicAccounting Firm.
28
AUDITCOMMITTEEREPORT
The informationcontainedin thisAuditCommittee Reportshallnot be deemed incorporatedby referencein any filingunder theSecuritiesAct of 1933 or theSecuritiesExchange Act of 1934, whethermade beforeor after thedatehereofand irrespectiveof any generalincorporationlanguagein any such filing(exceptto theextent thatwe specificallyincorporatethisinformationby reference)and shallnot otherwisebe deemed “soliciting material”or “filed”with theSECor subjectto Regulation14A or 14C, or to theliabilitiesof Section18 of the SecuritiesExchange Act of 1934 (exceptto theextentthatwe specificallyrequestthatthisinformationbe treated as solicitingmaterialor specificallyincorporatethisinformationby reference).
The Audit Committeereviewsour financialreportingprocesson behalfof our Board. Managementhas the primaryresponsibilityforthefinancialstatementsand thereportingprocess,includingthesystemof internal controls.For the fiscal years ended June 30, 2026 and June 30, 2025, the Company’s independentregisteredpublicaccountingfirm was Baker Tilly US, LLP and, for the fiscalyearendingJune 30, 2027, the Company engaged Ernst & YoungLLPas our independentregisteredpublic accountingfirm. The Audit Committeehas reviewedand discussedtheauditedfinancialstatementswith management.In addition,theAudit Committeehas discussedwith our independentregisteredpublicaccountingfirmthematters requiredto be discussedby Statementson PublicCompany AccountingOversightBoard (“PCAOB”)Auditing StandardNo. 1301, “Communications with AuditCommittees.”
The Audit Committeehas alsoreceivedthewrittendisclosuresand theletterfromour independent registeredpublicaccountingfirmrequiredby applicablerequirementsof thePCAOBregardingtheir communicationswith theAudit Committeeconcerningindependence,and has discussedwith themtheir independence,includingwhethertheirprovisionof othernon-auditservicesto us iscompatiblewith maintaining theirindependence.
The Audit Committeediscussedwith our independentregisteredpublicaccountingfirmtheoverallscope and plansfortheaudit.The Audit Committeemeetswith them,with and withoutmanagementpresentto discuss theresultsof theirexaminations,theevaluationof our internalcontrolsand theoverallqualityof our reporting.
Based upon thereviewand discussionsreferredto in theforegoingparagraphs,theAudit Committee recommendedto our Board thattheauditedfinancialstatementsbe includedin our Annual Reporton Form10-K forthepreviousfiscalyearforfilingwith theSecuritiesand Exchange Commission.
AUDITCOMMITTEE
Edward Smith (Chair)
J. Kevin Buchi
PeterFrancis
29
PROPOSAL3
ADVISORYVOTEON EXECUTIVECOMPENSATION
In accordance with the requirements of Section 14A of the Securities Exchange Act of 1934 (which was added by the Dodd-Frank Wall Street Reform and Consumer Protection Act and the related rules of the SEC (the “Dodd-Frank Act”)), the Company is providing its stockholders the opportunity to cast a non-binding, advisory vote on the compensation of its named executive officers. This proposal, commonly known as a “say-on-pay” proposal, gives the Company’s stockholders the opportunity to express their views on the named executive officers’ compensation. The Board recommended, and the stockholders approved at our 2021 annual meeting of stockholders, that such advisory vote would be conducted annually.
The Company’s named executive officer compensation program is designed to attract, reward and retain the caliber of officers needed to ensure the Company’s continued growth and success. We believe that our named executive officer compensation program is competitive within our industry and strongly aligned with the long-term interests of our stockholders. Our Compensation Committee regularly reviews our named executive officer compensation program to ensure that it achieves the desired goals of aligning our named executive officer compensation structure with our stockholders’ interests and current market practices.
For these reasons, the Board recommends a vote in favor of the following resolution:
“RESOLVED, that the compensation paid to the Company’s named executive officers, as disclosed in its proxy statement for the 2026 Annual Meeting, pursuant to the compensation disclosure rules of the Securities and Exchange Commission, including the compensation tables and narrative discussion thereto, is hereby APPROVED.”
Required Vote
As an advisoryvote,thisproposalisnot bindingupon theCompany, our Board or our Compensation Committee.Notwithstandingtheadvisorynatureof thisvote,our Board and theCompensationCommittee, which isresponsiblefordesigningand administeringtheCompany’snamedexecutiveofficercompensation program,valuetheopinionsexpressedby stockholdersin theirvoteon thisproposal,and willconsiderthe outcomeof thevotewhen makingfuturecompensationdecisionsfornamedexecutiveofficers.Furthermore, stockholdersarewelcometo bringany specificconcernsregardingexecutivecompensationto theattentionof the Board atany timethroughouttheyear.This proposalrequirestheaffirmativevoteof a majorityof thevotes presentand entitledto voteon theproposal.Stockholdersmayvote“for”or “against”theproposal,or theymay abstainfromvotingon theproposal.Abstentionswillhave thesameeffectas a vote“against”Proposal3.
Board Recommendation
Our Board Recommendsa Vote, on an AdvisoryBasis, “For” the Say-on-PayVote.
We know of no othermattersto be submittedatour Annual Meeting.Ifany othermattersproperlycome beforethemeeting,itistheintentionof thepersonsnamedin theenclosedproxy cardto votethesharesthey representas our Board mayrecommend.
Only one Noticeof InternetAvailabilityof Proxy Materialsor Proxy Statementand annualreportisbeing deliveredto stockholderssharingan addressunlesswe have receivedcontraryinstructionsfromone or moreof thestockholders.Upon thewrittenor oralrequestof a stockholder,we willdeliverpromptlya separatecopy of theNoticeof InternetAvailabilityof Proxy Materialsor theProxy Statementand annualreportto a stockholder ata sharedaddressto which a singlecopy was delivered.Stockholdersdesiringto receivea separatecopy now or in thefuturemaycontactus atour corporateofficeslocatedat3940 TrustWay, Hayward, California94545, or by telephone:(510)780-0819.
Stockholderswho sharean addressbut arereceivingmultiplecopiesof theNoticeof InternetAvailability of Proxy Materialsor theProxy Statementand annualreportmaycontactus throughour corporateofficesat 3940 TrustWay, Hayward, California94545, or by telephone:(510)780-0819 to requestthata singlecopy be delivered.
By Orderof theBoard of Directors,
Dr. JerelBanks
ChiefExecutiveOfficerand Chairman of theBoard of Directors
Hayward, California
October 20, 2026
Company Logo Proxy 2026 AGM Meeting XBRL Please do not write outside the designated areas. ☒ 2026 Annual Meeting Proxy Card IF VOTING BY MAIL, SIGN, DETACH AND RETURN THE BOTTOM PORTION IN THE ENCLOSED ENVELOPE. A Proposals — The Board of Directors recommends a vote FOR the nominees A in Proposal 1, and FOR Proposals 2 and 3. 1. Election of Class I Directors: 01 - Dr. Sharon Mates For Withhold ¨¨ 02 - Kishen Mehta For Withhold ¨¨03 - Edward Smith For Withhold ¨¨ 2. Ratification of the appointment of the Company’s independent registered public accounting firm for the fiscal year ending June 30, 2027. For Against Abstain ¨¨¨ 3. Approval of the non-binding advisory vote on the compensation of the Company’s named executive officers as disclosed in the Company’s proxy statement. For Against Abstain ¨¨¨B Authorized Signatures — This section must be completed for your vote to count. Please date and sign below. Please sign exactly as name(s) appears hereon. Joint owners should each sign. When signing as attorney, executor, administrator, corporate officer, trustee, guardian, or custodian, please give full title. Date (mm/dd/yyyy) — Please print date below. Signature 1 — Please keep signature within the box. Signature 2 — Please keep signature within the box. 1 U P X 04CBTC
Important notice regarding the Internet availability of proxy materials for the Annual Meeting of Stockholders. The material is available at: www.edocumentview.com/BNTC IF VOTING BY MAIL, SIGN, DETACH AND RETURN THE BOTTOM PORTION IN THE ENCLOSED ENVELOPE. Proxy — Benitec Biopharma Inc. Notice of 2026 Annual Meeting of Stockholders Proxy Solicited by Board of Directors for Annual Meeting — December 3, 2026 Jerel A. Banks and Megan Boston, or each of them individually (the “Proxies”), each with the power of substitution, are hereby authorized to represent and vote the shares of the undersigned, with all the powers which the undersigned would possess if personally present, at the Annual Meeting of Stockholders of Benitec Biopharma Inc. to be held on Thursday, December 3, 2026 or at any postponement or adjournment thereof. Shares represented by this proxy will be voted by the stockholder. If no such directions are indicated, the Proxies will have authority to vote FOR the nominees listed in Proposal 1, and FOR Proposals 2 and 3. In their discretion, the Proxies are authorized to vote upon such other business as may properly come before the meeting. (Items to be voted appear on reverse side)
