v3.25.1
Stockholders' equity
 9 Months Ended
Mar. 31, 2025
Equity [Abstract]  
Stockholders' equity
9. Stockholders’ equity
Preferred Stock
On December 6, 2024, the stockholders of the Company approved an amendment (the “Amendment”) to the Company’s Amended and Restated Certificate of Incorporation, as amended, to authorize the issuance of 5,000,000 shares of preferred stock, par value $0.0001. As of March 31, 2025, there were no preferred shares issued and outstanding.
Common Stock
On December 8, 2021, the stockholders of the Company approved an amendment (the “Charter Amendment”) to the Company’s Amended and Restated Certificate of Incorporation to increase the total number of authorized shares of common stock of the Company from 10,000,000 to 40,000,000, which became effective on December 17, 2021. On December 7, 2022, the stockholders of the Company approved another amendment to the Company’s Amended and Restated Certificate of Incorporation to increase the number of authorized shares of common stock from 40,000,000 to 160,000,000. The Charter Amendment was filed with the Secretary of State of the State of Delaware and became effective December 9, 2022. On July 26, 2023, the Company effected a
1-for-17
reverse stock split (the “Reverse Stock Split”) .
On October 11, 2024, the Company
 
entered
 into a Sales Agreement (the “Sales Agreement”) with Leerink Partners LLC (the “Agent”). Pursuant to the terms of the Sales Agreement, the Company may offer and sell shares of the Company’s common stock having an aggregate offering amount of up to $75 million from time to time through the Agent. The Agent will use its commercially reasonable efforts, as the agent and subject to the terms of the Sales Agreement, to sell the shares offered. Sales of the shares, if any, may be made in sales deemed to be an
“at-the-market
offering” as defined in Rule 415 under the Securities Act of 1933, as amended. The Company may also agree to sell shares to the Agent as principal for its own account on terms agreed to by the Company and the Agent. The Agent will be entitled to a commission from the Company of 3.0% of the gross proceeds from the sale of shares sold under the Sales Agreement. In addition, the Company has agreed to reimburse certain expenses incurred by the Agent in connection with the offering.
Concurrently with the 2025 Underwritten Offering (as defined below), on March 25, 2025, the Company also entered into a Securities Purchase Agreement to which the Company issued and sold 900,000 shares of Common Stock in a registered direct offering at a purchase price of $13.00 per share. Gross proceeds from registered direct offering was $11.7 million less underwriter issuance costs of $0.7 million. The Company entered into a registration rights agreement in connection with the closing of the registered direct offering. The agreement required the Company to use its best efforts to register the shares for resale no later than 60 days following the closing of the registered direct offering.
Warrants and Common Stock
On December 6, 2019, investors were issued four Purchase Warrants that were exercisable into 12,600 fully paid shares of common stock should the Purchase Warrants be exercised in full (“Purchase Warrants”). The exercise price for the Purchase Warrants is $178.50 per share issued on exercise of a Purchase Warrant. The Purchase Warrants are exercisable, in whole or in part, any time from the date of issue until the fifth anniversary of the date of issue (December 6, 2024). On April 22, 2020, the Company issued 2,201 shares of common stock in connection with a cashless exercise of Purchase Warrants exercisable for 6,300 shares of common stock. The Company did not have an effective registration statement registering the resale of the Warrant Shares by the Holder at the time the Holder wanted to exercise the warrant; therefore, the Holder carried out a cashless exercise. The formula for conducting a cashless exercise was outlined in the Warrant agreement. 6,300 purchase warrants remained unexercised and expired in December 2024.
 
On September 15, 2022, we closed an underwritten public offering in which we issued and sold (i) 1,037,520 shares of the Company’s common stock, (ii) 12,171,628
pre-funded
warrants, which, after giving effect to the Reverse Stock Split, are currently exercisable into 715,979 shares of common stock at an exercise price of $0.0017 per share until exercised in full and (iii) 29,809,471 Series 2 warrants (the “Series 2 Warrants”), which, after giving effect to the Reverse Stock Split, are currently exercisable into 1,753,503 shares of common stock at an exercise price of $11.22 per share. The Series 2 warrants sold in the offering became exercisable commencing December 9, 2022, the date on which the Company had both (a) received approval from its stockholders to increase the number of shares of common stock it is authorized to issue and (b) effected such stockholder approval by filing with the Secretary of State of the State of Delaware a certificate of amendment to its Amended and Restated Certificate of Incorporation, and will expire on the fifth anniversary of such initial exercise date. The combined purchase price for each share of common stock and accompanying common warrant was $10.20, which was allocated as $10.03 per share of common stock and $0.17 per common warrant. The Series 2 Warrants contain an exercise price adjustment mechanism providing that certain issuances of common stock (or common stock equivalents), if made at a price lower than the then existing exercise price of such Series 2 Warrants would reset the exercise price to such lower price. As a result of the August 11, 2023 public offering, the exercise price of the Series 2 Warrants has been automatically reset as of the closing time of such public offering to $1.9299. For the nine months ended March 31, 2024, we recorded a deemed dividend, for accounting purposes, during the fiscal quarter ended September 30, 2024 of $618,987 as a result of an adjustment to the exercise price of its Series 2 Warrants due to an exercise price adjustment provision in such warrants.
On October 17, 2022 and October 27, 2022, investors exercised 117,939 and 9,804
pre-funded
warrants, respectively, at an exercise price of $0.0017 per share.
On August 11, 2023 we closed an underwritten public offering in which we sold 875,949 shares of common stock, 15,126,226
pre-funded
warrants to purchase 15,126,226 shares of common stock, and 16,002,175 common warrants to purchase up to 16,002,175 shares of common stock. The combined purchase price for each share of common stock and accompanying common warrant was $1.93, which was allocated as $1.9299 per share of common stock and $0.0001 per common warrant. Each
pre-funded
warrant was sold together with one common warrant at a combined price of $1.9299, which was allocated as $1.9298 per
pre-funded
warrant and $0.0001 per common warrant. The
pre-funded
warrants were immediately exercisable until exercised in full at an exercise price of $0.0001 per share of common stock. The common warrants were immediately exercisable at an exercise price of $3.86 per share of common stock and will expire on the fifth anniversary of such initial exercisable date. In addition, the Company granted the underwriter a
30-day
option to purchase up to 2,331,606 additional shares of common stock and/or up to 2,331,606 additional common warrants. The underwriter partially exercised this option and purchased 458,134 additional shares of common stock and 458,134 additional common warrants. These additional shares are included in the total sold on August 11, 2023. Net proceeds from the offering, including the impact of the underwriter’s partial exercise of its option and net of underwriting discounts, commissions, and other offering expenses, totaled $27.9 million.
On October 17, 2023 an investor exercised 25,000
pre-funded
warrants at an exercise price of $0.0001 per share. On November 24, 2023, an investor exercised 20,000 Series 2 warrants at an exercise price of $1.93 per share. On March 15, 2024 and March 18, 2024, investors exercised 105,888 and 26,472
pre-funded
warrants, respectively, at an exercise price of $0.0001 per share.
On April 10, 2024 and April 19, 2024, investors exercised 25,000 Series 2 warrants on each date, at an exercise price of $1.93 per share. On April 22, 2024, an investor exercised 28,039 Series 2 warrants at an exercise price of $1.93 per share. On April 23, 2024, May 8, 2024, and May 21, 2024, investors exercised 27,500, 697,475, and 13,212 common warrants, respectively, at an exercise price of $3.86 per share.
On April 22, 2024 we closed a private investment in public equity (PIPE) financing in which we sold 5,749,152 shares of common stock at a price per share of $4.80 and, in lieu of shares of common stock,
pre-funded
warrants to purchase up to an aggregate of 2,584,239 shares of common stock at a price per
pre-funded
warrant of $4.7999, to certain accredited institutional investors. The
pre-funded
warrants were immediately exercisable until exercised in full at an exercise price of $0.0001 per share of common stock. Gross proceeds from the financing totaled $40.0 million.
Net proceeds, net of commissions and other offering expenses, totaled approximately $37.1 million.
On April 26, 2024, April 28, 2024, and May 16, 2024, investors exercised 350,000, 438,000, and 7,947
pre-funded
warrants, respectively, at an exercise price of $0.0001 per share.
On July 25, 2024, an investor exercised 269,609 Series 2 warrants at an exercise price of $1.93 per share. On September 12, 2024, an investor exercised 200,000
pre-funded
warrants at an exercise price of $0.0001 per share.
 
On August 29, 2024, the Company’s stockholders approved the exercise of certain existing warrants issued in April 2024, September 15, 2022 and August 11, 2023 in accordance with the rules of the Nasdaq Stock Market which otherwise would be subject to the Beneficial Ownership Limitation.
On September 26, 2024, investors exercised 1,368,180
pre-funded
warrants at an exercise price of $0.0001 per share and exercised 5,181,347 common warrants at an exercise price of $3.86 per share. Also on September 26, 2024, an investor exercised 588,236 Series 2 warrants at an exercise price of $1.93 per share. On September 27, 2024, an investor exercised 200,274
pre-funded
warrants on a cashless basis.
On October 15, 2024, an investor exercised 425,000
pre-funded
warrants at an exercise price of $0.0001 per share. On October 15, 2024, October 17, 2024, October 18, 2024, and October 29, 2024, investors exercised 1,496,214, 308,803, 950,000, 1,554,404 common warrants, respectively, at an exercise price of $3.86 per share. Also on October 29, 2024, an investor exercised 588,239 Series 2 warrants at an exercise price of $1.93 per share.
On December 12, 2024, an investor exercised 181,129
pre-funded
warrants on a cashless basis. Also on December 18, 2024, investors exercised 53,921 Series 2 warrants at an exercise price of $1.93 per share.
On February 25, 2025, an investor exercised 51,813 common warrants, at an exercise price of $3.86 per share.
On March 25, 2025, the Company entered into an underwriting
agreement
 
to which the Company issued and sold (i) 1,143,000 shares of the Company’s common stock, par value $0.0001 per share 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.
Total gross proceeds from underwriting offering (the “2025 Underwritten Offering”) was $18.8 million less underwriter issuance costs of $1.1 million and other cash issuance costs of $0.4 million. The pre-funded warrants are exercisable immediately and do not have an expiration date
.
Total
net
 
proceeds received by the Company during the nine-month period ended March 31, 202
5
from the issuance of common stock, prefunded warrants, and exercises of warrants totaled $67.9 million.
As of March 31, 2025, there were 21,147,677 warrants outstanding.
The activity related to warrants for the nine months ended March 31, 2025, is summarized as follows:
 
     Common
Stock from
Warrants		      Weighted-
average
Exercise
Price (per
share)		  
Outstanding at July 1, 2024
      34,271,146      $ 1.85  
Pre-funded
warrants exercised
      1,768,454      $ 0.0001  
Series 2 warrants exercised
      857,845      $ 1.9299  
Common warrants exercised
      5,181,347      $ 3.86  
  
 
 
     
 
 
  
Outstanding and exercisable at September 30, 2024
      26,463,500      $ 1.57  
  
 
 
     
 
 
  
Pre-funded
warrants exercised
      606,129      $ 0.0001  
Series 2 warrants exercised
      642,160      $ 1.9299  
Common warrants exercised
      4,309,421      $ 3.86  
Purchase warrants expired
      6,300      $ 178.50  
  
 
 
     
 
 
  
Outstanding and exercisable at December 31, 2024
      20,899,490      $ 1.08  
Pre-funded
warrants issued March 25, 2025
      300,000      $ 0.0001  
Common warrants exercised
      51,813      $ 3.86  
  
 
 
     
 
 
  
Outstanding and exercisable at March 31, 2025
      21,147,677      $ 1.06  
  
 
 
     
 
 
  
Equity Incentive Plan
Employee Share Option Plan
In connection with its
re-domiciliation
to the United States, the Company assumed BBL’s obligations with respect to the settlement of options that were issued by BBL prior to the
re-domiciliation
pursuant to the Benitec Officers’ and Employees’ Share Option Plan (the “Plan”). This includes the Company’s assumptions of the Plan and all award agreements pursuant to which each of the options were granted. Each option when exercised entitles the option holder to one share in the Company. Options are exercisable on or before an
 
expiry date, do not carry any voting or dividend rights and are not transferable except on death of the option holder or in certain other limited circumstances. Employee options vest one third on each anniversary of the applicable grant date for three years. If an employee dies, retires, or otherwise leaves the organization, and certain other conditions have been satisfied, generally the employee has 12 months to exercise their options, or the options are cancelled. After the
Re-domiciliation,
no new options have been or will be issued under the Plan.
On July 1, 2024, the Plan and all options granted thereunder expired by its and their terms.
Equity and Incentive Compensation Plan
On December 9, 2020, the Company’s stockholders approved the Company’s 2020 Equity and Incentive Compensation Plan (the “2020 Plan”). The 2020 Plan provides for the grant of various equity awards. Currently, only stock options are outstanding under the 2020 Plan. Each option when exercised entitles the option holder to one share of the Company’s common stock. Options are exercisable on or before an expiry date, do not carry any voting or dividend rights, and are not transferable except on death of the option holder or in certain other limited circumstances. Employee stock options vest in increments of
one-third
on each anniversary of the applicable grant date over three years.
Non-employee
director options vest in increments of
one-third
on the day prior to each of the Company’s next three annual stockholder meetings following the grant date. Executive Options granted on December 9, 2024, and December 27, 2024, vest in sixteen substantially equal quarterly installments on the last day of each full fiscal quarter of the Company ending after the grant date. If an option holder dies or terminates employment or service due to Disability (as defined in the 2020 Plan), the option holder generally has 12 months to exercise their vested options, or the options are cancelled. If an option holder otherwise leaves the Company, other than for a termination by the Company for Cause (as defined in the 2020 Plan), the option holder generally has 90 days to exercise their vested options, or the options are cancelled. The maximum contractual term of options granted under the 2020 Plan is ten years. Upon the consummation of a Change in Control (as defined in the 2020 Plan), all unvested stock options will immediately vest as of immediately prior to the Change in Control.
On December 8, 2021, the Company’s stockholders approved an amendment to the 2020 Plan, which increased the number of shares of the Company’s common stock reserved under the 2020 Plan to 108,823 (as adjusted for the Reverse Stock Split). For the fiscal year ended June 30, 2024, our named executive officers (“NEO’s”) were each granted equity incentive awards under the 2020 Plan. On December 6, 2023, the Company’s stockholders approved an amendment to the 2020 Plan, which increased the number of shares of the Company’s common stock reserved under the 2020 Plan to 1,204,537. On August 29, 2024, the Company’s stockholders approved an amendment to the 2020 Plan, which increased the number of shares of the Company’s common stock reserved under the 2020 Plan to 8,204,537.
Equity Awards
The activity related to equity awards, which are comprised of stock options during the nine months ended March 31, 2025 is summarized as follows:
 
     Stock
Options		      Weighted-
average
Exercise
Price		      Weighted-
average
Remaining
Contractual
Term		      Aggregate
Intrinsic
Value		  
Outstanding at June 30, 2024
      1,182,140      $ 6.58        9.51 years      $ 2,342,847  
Granted
      3,470,000        12.16        9.94 years        1,615,500  
Expired
      —         —         —         —   
Forfeited
      —         —         —         —   
  
 
 
     
 
 
     
 
 
     
 
 
  
Outstanding at March 31, 2025
      4,652,140      $ 10.75        9.46 years      $ 12,160,372  
Exercisable at March 31, 2025
      628,669      $ 10.42        8.95 years      $ 3,258,553  
Share-Based Compensation Expense
The classification of share-based compensation expense is summarized as follows:
 
     Three Months Ended      Nine Months Ended  
     March 31,  
(US$’000)    2025      2024      2025      2024  
Research and development
    $ 302      $ 45      $ 538      $ 112  
General and administrative
      2,295        147        3,437        264  
  
 
 
     
 
 
     
 
 
     
 
 
  
Total share-based compensation expense
    $ 2,597      $ 192      $ 3,975      $ 376  
  
 
 
     
 
 
     
 
 
     
 
 
  
 
As of March 31, 2025, there was $37.4 million of unrecognized share-based compensation expense related to stock options issued under the Share Option Plan and the 2020 Plan, which is
expected
to be recognized over a weighted average period of 3.52 years.