The information in this preliminary prospectus is not complete and may be changed. We
may not sell these securities until the registration statement filed with the Securities and Exchange Commission is effective. This preliminary prospectus is not an offer to sell these securities and it is not soliciting an offer to buy these
securities in any jurisdiction where the offer or sale is not permitted.
SUBJECT TO COMPLETION, DATED AUGUST 3, 2023
Preliminary Prospectus
$30,000,000
10,309,278 Shares of Common Stock or
Pre-Funded Warrants to Purchase 10,309,278 Shares of Common Stock and Common Warrants to Purchase
10,309,278 Shares of Common Stock
10,309,278 Shares of Common Stock underlying the
Pre-Funded Warrants and 10,309,278 Shares of Common Stock underlying the Common Warrants
We are offering
on a firm commitment basis 10,309,278 shares of our common stock together with common warrants to purchase shares of our common stock (and the shares of common stock that are
issuable from time to time upon exercise of the common warrants). The common warrants will be issued separately but must be purchased together with the common stock and/or the pre-funded warrants (as described below). The combined
purchase price for each share of common stock and accompanying common warrant is $ and for each pre-funded warrant and accompanying common warrant is
$ . The common warrants will be exercisable beginning on the date of issuance, at an exercise price of
$ per share, and will expire on the five-year anniversary of the initial exercise date. We are offering common warrants exercisable into an aggregate of up to 10,309,278
shares of common stock in this offering.
We are also offering to certain purchasers whose purchase of shares of common stock in this
offering would otherwise result in the purchaser, together with its affiliates and certain related parties, beneficially owning more than 4.99% (or, at the election of the purchaser, 9.99%) of our outstanding common stock immediately following the
consummation of this offering, the opportunity to purchase, if such purchasers so choose, pre-funded warrants in lieu of shares of common stock that would otherwise result in any such purchasers
beneficial ownership exceeding 4.99% (or, at the election of the purchaser, 9.99%) of our outstanding common stock. Each pre-funded warrant will be exercisable for one share of our common stock and will be
exercisable at any time after its original issuance until exercised in full. The purchase price of each pre-funded warrant will be equal to the price at which a share of common stock are sold to the public in
this offering, minus $0.0001, and the exercise price of each pre-funded warrant will be $0.0001 per share. For each pre-funded warrant we sell, the number of shares of
common stock we are offering will be decreased on a one-for-one basis. This offering also relates to the shares of common stock issuable upon exercise of the common
warrants or any pre-funded warrants sold in this offering.
In connection with this
offering, we effected a 1-for-17 reverse stock split effective on July 26, 2023, pursuant to which every 17 shares of our issued and outstanding common stock were reclassified as one share of common stock. The reverse stock split had no impact on
the par value of our common stock or the authorized number of shares of our common stock. Unless otherwise indicated, all share and per share information in this prospectus is adjusted to reflect the reverse stock split. However, our annual report
on Form 10-K for the fiscal year ended June 30, 2022, filed on September 2, 2022, any subsequent quarterly report on Form 10-Q, and all other documents incorporated by reference into this prospectus that were filed prior to July 26, 2023, do not
give effect to the reverse stock split.
Our common stock is listed on The Nasdaq Capital Market under the symbol BNTC.
On August 1, 2023, the last reported sale price of our common stock on The Nasdaq Capital Market was $2.91 per share.
The public
offering price per share of common stock and/or any pre-funded warrant, together with the common warrant that accompanies common stock or a pre-funded warrant, will be determined between us, the
underwriter and purchasers based on market conditions at the time of pricing, and may be at a discount to the current market price. Therefore, the recent market price used throughout this prospectus may not be indicative of the actual public
offering price for our common stock, our pre-funded warrants and the common warrants. There is no established public trading market for the pre-funded warrants or the
common warrants, and we do not expect a market to develop. In addition, we do not intend to apply for the listing of the pre-funded warrants or the common warrants on any national securities exchange. Without
an active trading market, the liquidity of the pre-funded warrants or the common warrants will be limited.
You should read this prospectus, together with additional information described under the heading Where You Can Find More
Information, carefully before you invest in any of our securities.
Investing in our
securities involves a high degree of risk. See Risk Factors beginning on page 28.
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Per Share of Common Stock and Common Warrant(1) |
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Per Pre-Funded Warrant and Common Warrant(1) |
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Total(3) |
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Public offering price |
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$ |
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$ |
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$ |
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Underwriting discounts and commissions(2) |
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$ |
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$ |
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$ |
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Proceeds to us (before expenses) |
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$ |
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$ |
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$ |
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(1) |
Based on an assumed public offering price of
$ per share of common stock and common warrant. The final public offering price per share of common stock or pre-funded warrant, together
with the common warrant that accompanies common stock or a pre-funded warrant, as the case may be, will be determined by us, the underwriter and the purchasers in this offering and may be at a discount to the current market price of our common
stock. |
(2) |
We have agreed to reimburse certain expenses of the underwriter which are not included in the table above. See
Underwriting for a description of the compensation payable to the underwriter. |
(3) |
Assumes no pre-funded warrants are issued in lieu of shares of common
stock. |
We have granted the underwriter a 30-day option to purchase
an aggregate of up to 1,546,391 additional shares of our common stock and/or up to 1,546,391 additional common warrants to purchase 1,546,391 shares of our common stock from us at the public offering price per share of common stock and common
warrant, less the underwriting discounts and commissions. The underwriter may exercise its option to acquire additional shares for the sole purpose of covering over-allotments. See Underwriting.
Neither the Securities and Exchange Commission nor any state securities commission has approved or disapproved of these securities or passed on the adequacy
or accuracy of this prospectus. Any representation to the contrary is a criminal offense.
Delivery of the securities offered hereby is
expected to be made on or about , 2023.
Sole
Book-Running Manager
JMP Securities
A CITIZENS COMPANY
The date of this prospectus is
, 2023