NEW YORK and MELBOURNE, Australia, Sept. 30, 2019 /PRNewswire/ -- Benitec
Biopharma Limited (ASX:BLT; NASDAQ:BNTC; NASDAQ:BNTCW) ("Benitec"
or the "Company") announces it has entered into a securities
purchase agreement ("SPA") with certain sophisticated and
professional investors in the United
States ("Investors") to issue 2,800,000 American Depositary
Shares ("ADSs"), with each ADS representing 20 fully paid ordinary
shares, at a purchase price of US$0.70 per ADS, in a registered direct offering.
The Investors will also be issued warrants to purchase up to
412,863 ADSs in aggregate, at a purchase price per warrant equal to
US$0.6999 per ADS to be issued on
exercise of the warrant ("Pre-Funded Warrants"). The Pre-Funded
Warrants may be exercised at any time from issue, in whole or in
part, at an exercise price of US$0.0001 per ADS issued on exercise (subject to
certain adjustments), provided that the beneficial ownership of the
relevant Investor in the total number of ADSs on issue may not
exceed 9.99%. The Pre-Funded Warrants do not expire.
The issue of the ADSs and Pre-Funded Warrants will raise gross
proceeds of approximately US$2.25
million (approximately A$3.33
million)1 exclusive of costs. The ADSs (and the
underlying ordinary shares) and Pre-Funded Warrants will be issued
without shareholder approval under the Company's existing placement
capacity under ASX Listing Rules 7.1 and 7.1A.
In a concurrent private placement, the Company has also agreed
to issue additional warrants to the Investors to purchase up to a
further 3,212,864 ADSs in aggregate ("Purchase Warrants"). The
issue of the Purchase Warrants is subject to shareholder approval.
If approved by shareholders, the Purchase Warrants will be issued
for nil consideration, will have an exercise price of US$0.70 per ADS and will expire in five years
from the date of issuance.
Benitec intends to use the net proceeds from this offering for
product development and general corporate purposes. The
ADSs will be listed on the Nasdaq Capital Market under the
symbol BNTC.
Ladenburg Thalmann & Co. Inc., a subsidiary of Ladenburg
Thalmann Financial Services Inc., (NYSE American: LTS) is acting as
exclusive placement agent for the registered direct offering and
concurrent private placement.
The registered direct offering is expected to close on or about
September 30, 2019 (New York time), subject to the satisfaction of
customary closing conditions. Settlement and issuance of the ADSs
(and underlying ordinary shares) and Pre-Funded Warrants is
expected to take place on the same day.
The ADSs to be issued pursuant to the SPA represent 56,000,000
fully paid ordinary shares in the Company. The maximum number of
fully paid ordinary shares (to be represented by ADSs) which may be
issued on exercise of the Pre-Funded warrants is 8,257,260. The
issue of the ADSs and Pre-Funded Warrants will fully utilise the
Company's existing placement capacity under ASX Listing Rule 7.1.
The remaining ADSs will be issued under the Company's placement
capacity under ASX Listing Rule 7.1A. The ordinary shares issued
will rank equally with other existing ordinary shares on issue.
A shelf registration statement relating to the ADSs
and Pre-Funded Warrants offered in the registered direct
offering described above was filed with the Securities and Exchange
Commission ("SEC") on June 1, 2017,
and became effective on July 5, 2017.
A final prospectus supplement and the accompanying prospectus
relating to and describing the terms of the registered direct
offering will be filed with the SEC. Copies of the final prospectus
supplement, when available, and the accompanying prospectus
relating to the registered direct offering may be obtained at the
SEC's website at www.sec.gov or from Ladenburg Thalmann & Co.
Inc., Prospectus Department, 277 Park Avenue, 26th Floor,
New York, New York 10172 or by
email at prospectus@ladenburg.com.
This press release does not constitute an offer to sell, or the
solicitation of an offer to buy, these securities, nor will there
be any sale of these securities in any state or other jurisdiction
in which such offer, solicitation or sale is not permitted.
About Benitec Biopharma Limited
Benitec Biopharma
Limited (ASX: BLT; NASDAQ: BNTC; NASDAQ: BNTCW) is a clinical-stage
biotechnology company focused on the development of novel genetic
medicines. The proprietary platform, called DNA-directed RNA
interference, or ddRNAi, combines RNA interference, or RNAi, with
gene therapy to create medicines that facilitate sustained
silencing of disease-causing genes following a single
administration. Based in Melbourne,
Australia with laboratories in Hayward, California (USA), and collaborators
and licensees around the world, the Company is developing
ddRNAi-based therapeutics for chronic and life-threatening human
conditions including oculopharyngeal muscular dystrophy (OPMD), and
chronic hepatitis B.
Safe Harbor Statement:
This press release
contains "forward-looking statements" within the meaning of section
27A of the US Securities Act of 1933 and section 21E of the US
Securities Exchange Act of 1934. Any forward-looking statements
that may be in this ASX/Nasdaq announcement are subject to risks
and uncertainties relating to the difficulties in Benitec's plans
to develop and commercialise its product candidates, the timing of
the initiation and completion of preclinical and clinical trials,
the timing of patient enrolment and dosing in clinical trials, the
timing of expected regulatory filings, the clinical utility and
potential attributes and benefits of ddRNAi and Benitec's product
candidates, potential future out-licenses and collaborations, the
intellectual property position and the ability to procure
additional sources of financing. Accordingly, you should not rely
on those forward-looking statements as a prediction of actual
future results.
Investor Relations
M Group Strategic
Communications
Jay Morakis
Managing Director Tel: +1 646 859 5951
Email: jmorakis@MGroupSC.com
1 Using an AUD/USD exchange rate of AUD
0.6761/USD.
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SOURCE Benitec Biopharma Limited