Quarterly report pursuant to Section 13 or 15(d)

Stockholders' equity

v3.22.2.2
Stockholders' equity
 3 Months Ended
Sep. 30, 2022
Equity [Abstract]  
Stockholders' equity
9. Stockholders’ equity
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. The Charter Amendment was filed with the Secretary of State of the State of Delaware and became effective on December 17, 2021.
Warrants
On December 6, 2019,
cert
ain investors
(
the
 
“
Investors
”)
 
were issued 4 Purchase Warrants that were exercisable into 214,190 fully paid shares of common stock should the Purchase Warrants be exercised in full (“Purchase Warrants”). The exercise price for the Purchase Warrants is US$10.50 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 37,417 shares of common stock in connection with a cashless exercise of Purchase Warrants exercisable for 107,095 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. Based on this formula, the Holder would have been entitled to receive 107,095 shares of common stock if they had exercised the Purchase Warrants for cash. Because of the cashless exercise, the holder received 37,417 shares. 
The activity related to warrants during the three months ended September 30, 2022, is summarized as
follows:
 
 
  
Common
Stock from
Warrants
 
  
Weighted-
average
Exercise
Price
(per
share)
 
Outstanding at July 1, 2022
      107,095      $ 10.50  
    
 
 
     
 
 
  
Pre-funded warrants issued September 1
5
, 2022
      12,171,628      $ 0.0001  
Series 2 Warrants issued September 1
5
, 2022
      29,809,471      $ 0.66
 
Outstanding at September 30, 2022
      42,088,194      $ 0.49  
Exercisable at September 30, 2022
      12,278,723      $ 0.09  
The Series 2 Warrants are not exercisable until shareholder approval
to amend the Company’s Amended and Restated Certificate of Incorporation to increase the total number of authorized shares of common stock is received.

On September 15, 2022, we closed an underwritten public offering in which we issued and sold (i) 17,637,843 shares of the Company’s common stock, (ii) 12,171,628 pre-funded warrants, with each pre-funded warrant immediately exercisable for one share of common stock at an exercise price of $0.0001 per share until exercised in full and (iii) 29,809,471 common
warrants, the Series 2 Warrants, with
each common warrant accompanying each issued share of common stock and/or pre-funded warrant and exercisable for one share of common stock at an exercise price of $0.66 per share. The common warrants sold in the offering will be exercisable commencing on the date on which the Company (a) receives approval from its stockholders to increase the number of shares of common stock it is authorized to issue and (b) effects 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 $0.60, which was allocated as $0.59 per share of common stock and $0.01 per common warrant.
As of September 30, 2022, there were 42,088,194 of the warrants still outstanding.
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 “Share Option Plan”). This includes the Company’s assumption of the Share Option 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 Company and certain exercise conditions have been satisfied, generally, the employee has 12 months to exercise their options or the options are cancelled. Since the
re-domiciliation,
no new options have been or will be issued under the Share Option Plan.
Equity and Incentive Compensation Plan
On December 9, 2020, the Company’s stockholders approved the Company’s 2020 Equity and Incentive Compensation Plan and, on December 8, 2021, the Company’s stockholders approved an amendment to increase the maximum number of shares that may be issued under such plan to 1,850,000 (as amended, the “2020 Plan”). The 2020 Plan provides for the grant of various equity awards. Currently, only stock options are issued 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 for 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. If an option holder dies or terminates employment or service due to Disability (as defined in the 2020 Plan) and certain exercise conditions have been satisfied, generally, the option holder has 12 months to exercise their 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) and certain exercise conditions have been satisfied, generally, the option holder has 90 days to exercise their options or the options are cancelled. Future equity grants will be made under the 2020 Plan.
Equity Awards
The activity related to equity awards, which are comprised of stock options during the three months ended September 30, 2022 is summarized as follows:
 
     Stock
Options		      Weighted-
average
Exercise
Price		      Weighted-
average
Remaining
Contractual
Term		      Aggregate
Intrinsic
Value		  
Outstanding at June 30, 2022
      738,064      $ 6.95        7.18 years      $ —    
             
 
 
                    
Expired
      5,665      $ 45.92              
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Outstanding at September 30, 2022
      732,399        6.65        6.99 years      $ —    
             
 
 
                    
Exercisable at September 30, 2022
      269,509      $ 12.47        6.06 years      $ —    
             
 
 
                    
Share-Based Compensation Expense
The classification of share-based compensation expense is summarized as follows:
 
     Three Months Ended  
     September 30,  
(US$’000)    2022      2021  
Research and development
    $ 30      $ 81  
General and administrative
      272        190  
    
 
 
     
 
 
  
Total share-based compensation expense
    $ 302      $ 271  
    
 
 
     
 
 
  
As of September 30, 2022, there was $0.4 million of unrecognized share-based compensation expense related to stock options issued under the Share Option Plan and the 2020 Plan.