Quarterly report pursuant to Section 13 or 15(d)

Stockholders' equity

v3.24.0.1
Stockholders' equity
 6 Months Ended
Dec. 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, 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”) (see Note 2. Basis of Presentation and Summary of Significant Accounting Policies – Basis of Presentation).
Warrants
On December 6, 2019, investors were
 issued 4 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 US$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. Based on this formula, the Holder would have been entitled to receive 6,300 shares of common stock if they had exercised the Purchase Warrants for cash. Because of the cashless exercise, the holder received 2,201 shares.
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 comm
on stoc
k 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.
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. As of
December 31
, 2023, the underwriter had partially exercised this option and purchased 458,134 additional shares of common stock and 458,134 additional common warrants. 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.
As of December 31, 2023, there were 33,431,440 warrants outstanding.
The activity related to warrants for the three and six months ended December 31, 2023, is summarized, after giving effect to the Reverse Stock Split, as follows:
 
 
 
 
 
 
 
 
 
 
     Common
Stock from
Warrants		      Weighted-
average
Exercise
Price (per
share)		  
Outstanding at July 1, 2023
      2,348,039      $ 1.92  
Pre-funded warrants issued August 11, 2023
      15,126,226      $ 0.0001  
Common warrants issued August 11, 2023
      16,002,175      $ 3.86  
    
 
 
     
 
 
  
Outstanding at September 30, 2023
      33,476,440      $ 1.98  
Pre-funded warrants exercised
      25,000      $ 0.0001  
Series 2 warrants exercised
      20,000      $ 1.93  
Outstanding at December 31, 2023
      33,431,440      $ 1.98  
Exercisable at December 31, 2023
      33,431,440      $ 1.98  
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.
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. 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, 2023, 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.
 
Equity Awards
The activity related to equity awards, which are comprised of stock options during the six months ended December 31, 2023 is summarized as follows:
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
     Stock
Options		      Weighted-
average
Exercise
Price		      Weighted-
average
Remaining
Contractual
Term		      Aggregate
Intrinsic
Value		  
Outstanding at June 30, 2023
      107,993      $ 31.88        8.96 years     
$
 11,888  
Granted
      104,980      $ 3.13        9.94 years        —   
Outstanding at December 31, 2023
      212,973      $ 17.71        9.18 years      $ 11,283  
    
 
 
     
 
 
     
 
 
     
 
 
  
Exercisable at December 31, 2023
      38,853      $ 76.43        6.84 years      $ 261  
    
 
 
     
 
 
     
 
 
     
 
 
  
Share-Based Compensation Expense
The classification of share-based compensation expense is summarized as follows:
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
     Three Months
Ended		      Six Months
Ended		  
     December 31,  
(US$’000)    2023      2022      2023      2022  
Research and development
    $ 33      $ 30      $ 67      $ 60  
General and administrative
      60        (78 )       117        194  
    
 
 
     
 
 
     
 
 
     
 
 
  
Total share-based compensation expense
    $ 93      $ (48 )     $ 184      $ 254  
    
 
 
     
 
 
     
 
 
     
 
 
  
As of December 31, 2023, there was $0.5 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 2.6 years.