aibioBenitec Biopharma prices $30 million stock sale at $13.00 per share
Tickers BNTC
Benitec Biopharma is issuing 2,043,000 shares and 300,000 pre-funded warrants at $13.00 a share. The prospectus says 900,000 of the shares go directly to Averill funds that are affiliates of Suvretta Capital, while the pricing release names Suvretta Capital itself.
Key facts
- Company
- Benitec Biopharma Inc. (NASDAQ: BNTC)
- News type
- Financings
- Primary source
- Benitec Biopharma Inc. 8-K (2025-03-26)
The pricing
Benitec Biopharma Inc. said on March 25, 2025 that it had priced an underwritten offering and a concurrent registered direct offering expected to bring aggregate gross proceeds of about $30 million, before underwriting discounts, commissions and other expenses. Both parts were priced at $13.00 a share. The pre-funded warrants in the underwritten deal were priced at $12.9999 and carry an exercise price of $0.0001 a share. The offerings were expected to close on March 26, 2025. The last reported sale price on March 24 was $14.34.
The prospectus supplement splits the underwritten part into 1,143,000 shares and 300,000 pre-funded warrants, for $18,758,970 in total. The direct sale is $11,700,000. Underwriting discounts and commissions come to $0.78 a share, or $1,125,540 in total, which leaves $29,333,430 in proceeds before expenses. The company estimates net proceeds of about $28.3 million after expenses. It says it will use them, together with existing cash on hand, for product candidate development, working capital and other general corporate purposes. The registration statement on Form S-3 was declared effective on November 12, 2024.
Banks, direct investors and counsel
Leerink Partners and TD Cowen are bookrunning managers of the underwritten offering, and Citizens Capital Markets is lead manager, according to the pricing release. The release gives Leerink Partners LLC and TD Securities (USA) LLC as the offices for copies of the prospectus. The prospectus says Proskauer Rose LLP of Los Angeles will pass on the validity of the securities, and that Mintz, Levin, Cohn, Ferris, Glovsky and Popeo, P.C. of Boston represents the underwriters.
The direct sale is made to Averill Master Fund, Ltd. and Averill Madison Master Fund, Ltd. The prospectus calls them affiliates of Suvretta Capital Management, LLC, which it says owns about 38% of Benitec's shares. It says the shares are offered directly "without a placement agent, underwriter, broker or dealer." The pricing release, by contrast, describes the direct sale as going to "long-term investor Suvretta Capital." An 8-K filed March 27 says that on March 26 the company agreed to register the Averill shares for resale within 60 days of closing.
Kishen Mehta, a portfolio manager at Suvretta, has sat on the board since June 26, 2024. The company has discussed appointing David Friedman, a managing director at Suvretta, subject to board approval and review by its Nominating and Governance Committee. A major holder's own representative therefore sits on the board that approves this financing.
Dilution and what the filings leave out
The prospectus says 25,494,475 shares will be outstanding immediately after the offering, assuming no pre-funded warrants are exercised. As of December 31, 2024, the as-adjusted net tangible book value was $104.1 million, or $4.04 a share. The prospectus says this is an immediate increase of $0.81 a share for existing holders and immediate dilution of $8.96 a share for investors buying in this offering.
Benitec describes itself as a clinical-stage, gene therapy-focused company in Hayward, California. Its Silence and Replace platform pairs RNA interference with gene replacement. Its lead candidate, BB-301, is an AAV-based gene therapy for oculopharyngeal muscular dystrophy (OPMD), with Orphan Drug Designation in the United States and the European Union. On March 19, 2025 the company reported interim results from a single-arm, open-label, dose-escalation Phase 1b/2a study of the low dose in the first three subjects treated. It reported durable improvements in swallowing function, but the study has no control group and the third subject had only 90 days of follow-up. The prospectus says the company will require additional financing to progress its product candidates to key inflection points.
The prospectus gives no cash balance and no net loss figure, so the $28.3 million estimate cannot be set against the company's spending. It says future spending depends on numerous factors, including the amount of cash used in operations, but gives no level for either. Meanwhile a large holder is already on the board and in the direct sale.