Quarterly report pursuant to Section 13 or 15(d)

Stockholders' equity

v3.23.1
Stockholders' equity
9 Months Ended
Mar. 31, 2023
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 nine months ended March 31, 2023, is summarized as follows:
 
            Weighted-  
            average  
            Exercise  
     Common      Price  
     Stock from      (per  
     Warrants      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 March 31, 2023
     39,916,566      $ 0.52  
    
 
 
    
 
 
 
Exercisable at March 31, 2023
     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 March 31, 2023, 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 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 nine months ended March 31, 2023 is summarized as follows:
 
                   Weighted-         
            Weighted-      average         
            average      Remaining      Aggregate  
     Stock      Exercise      Contractual      Intrinsic  
     Options      Price      Term      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 March 31, 2023
     768,399      $ 6.35        6.64 years      $ 1,501  
    
 
 
    
 
 
                   
Exercisable at March 31, 2023
     456,688      $ 8.58        6.46 years      $ —    
    
 
 
    
 
 
                   
Share-Based Compensation Expense
The classification of share-based compensation expense is
summarized
as follows:
 
     Three Months Ended      Nine Months Ended  
     March 31, 2023  
(US$’000)    2023      2022      2023      2022  
Research and development
   $ 27      $ 63      $ 87      $ 224  
General and administrative
     44        129        238        478  
Total share-based compensation expense
   $ 71      $ 192      $ 325      $ 702  
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
As of March 31, 2023, there was $0.2 million of unrecognized share-based compensation expense related to stock options issued under the Share Option Plan and the 2020 Plan.