Quarterly report pursuant to Section 13 or 15(d)

Stockholders' equity

v3.22.4
Stockholders' equity
 6 Months Ended
Dec. 31, 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. 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.
Warrants
On December 6, 2019, certain 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 activity related to warrants during the six months ended December 31, 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 15, 2022
      12,171,628      $ 0.0001  
Series 2 Warrants issued September 15, 2022
      29,809,471      $ 0.66  
 
 
 
 
 
 
 
 
 
Outstanding at September 30, 2022
      42,088,194      $ 0.49  
Pre-funded warrants exercised
      2,171,628      $ 0.0001  
 
 
 
 
 
 
 
 
 
Outstanding at December 31, 2022
      39,916,566      $ 0.52  
 
 
 
 
 
 
 
 
 
Exercisable at December 31, 2022
      39,916,566      $ 0.52  
 
 
 
 
 
 
 
 
 
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 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 $0.60, which was allocated as $0.59 per share of common stock and $0.01 per common warrant.
On October 17, 2022 and October 27, 2022, investors exercised 2,004,961 and 166,667 pre-funded warrants, respectively, at an exercise price of $0.0001 per share.
As of December 31, 2022, there were 39,916,566
 warrants outstanding. 
Equity Incentive Plan
Employee Share Option Plan
In connection with its
re-domiciliation
to the United States in April 2020, 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 ex
ercis
e 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 six months ended December 31, 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                    
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Granted
      36,000      $ 0.17        9.93 years           
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Outstanding at December 31, 2022
      768,399      $ 6.35        6.89 years      $ 64.80  
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Exercisable at December 31, 2022
      456,688      $ 8.58        6.71 years      $ —    
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Share-Based Compensation Expense
The classification of share-based compensation expense is summarized as follows:
 

 
  
Three Months Ended
 
  
Six Months Ended
 
 
  
December 31, 2022
 
(US$’000)
  
2022
 
  
2021
 
  
2022
 
  
2021
 
Research and development
    $ 30      $ 80      $ 60      $ 161  
General and administrative
      (78 )       159        194        349  
    
 
 
     
 
 
     
 
 
     
 
 
  
Total share-based compensation expense
    $ (48 )     $ 239      $ 254      $ 510  
    
 
 
     
 
 
     
 
 
     
 
 
  
As of December 31, 2022, there was $0.3 million of unrecognized share-based compensation expense related to stock options issued under the Share Option Plan and the 2020 Plan.
Non-employee option awards-related stock-based compensation expense for the three-month period ended September 30, 2022 was overstated by $167 thousand. The Company determined that this overstatement is immaterial to the previously issued condensed consolidated financial statements for the three-month period ended September 30, 2022 and corrected the amount in the three-month period ended December 31, 2022.