Amendment: SEC Form SC 13D/A filed by Benitec Biopharma Inc.
$BNTC
Biotechnology: Pharmaceutical Preparations
Health Care
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. 2)*
Benitec Biopharma Inc.
(Name of Issuer)
Common Stock, par value $0.0001
(Title of Class of Securities)
08205P209
(CUSIP Number)
Andrew Nathanson
General Counsel & Chief Compliance Officer
Suvretta Capital Management, LLC
General Counsel & Chief Compliance Officer
Suvretta Capital Management, LLC
540 Madison Avenue, 7th Floor
New York, NY 10022
New York, NY 10022
(212) 702-5205
(Name, Address and Telephone Number of Person Authorized
to Receive Notices and Communications)
to Receive Notices and Communications)
November 14, 2024
(Date of Event Which Requires Filing of This Statement)
If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this
schedule because of §§240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box. ☒
Note: Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits. See Rule 13d-7
for other parties to whom copies are to be sent.
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The remainder of this cover page shall be filled out for a reporting person’s initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which
would alter disclosures provided in a prior cover page.
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The information required on the remainder of this cover page shall not be deemed to be “filed” for the purpose of section 18 of the
Securities Exchange Act of 1934 (“Act”) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).
SCHEDULE 13D
CUSIP No. 08205P209
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1
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NAME OF REPORTING PERSONS
Averill Master Fund, Ltd.
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2
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CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (see instructions)
(a) ☐ (b) ☐
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3
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SEC USE ONLY
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4
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SOURCE OF FUNDS (see instructions)
WC
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5
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CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e)
☐
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6
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CITIZENSHIP OR PLACE OF ORGANIZATION
Cayman Islands
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NUMBER
OF SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON WITH:
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7
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SOLE VOTING POWER
0
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8
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SHARED VOTING POWER
12,679,779
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9
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SOLE DISPOSITIVE POWER
0
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10
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SHARED DISPOSITIVE POWER
12,679,779
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11
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
12,679,779(1)
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12
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CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (see instructions)
☐
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13
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PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
44.15%(1)(2)
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14
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TYPE OF REPORTING PERSON (see instructions)
CO
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(1) Includes (i) 7,883,385 shares of Common Stock (as defined below) previously held, and (ii) 4,796,394 shares of Common
Stock issuable upon the exercise of the warrants of the Issuer (as defined below), subject to the 49.9% ownership limitation with respect to such warrants as further described herein.
(2) Based on 28,717,309 shares of Common Stock outstanding, which represents (i) 23,216,425 shares of Common Stock outstanding as of November 12,
2024, as indicated in the Issuer’s Form 10-Q for the fiscal quarter ended September 30, 2024, plus (ii) 5,500,884 shares of Common Stock issuable upon the exercise of warrants of the Issuer, subject to the 49.9% ownership limitation with
respect to such warrants as further described herein..
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CUSIP No. 08205P209
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1
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NAME OF REPORTING PERSONS
Averill Madison Master Fund, Ltd.
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2
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CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (see instructions)
(a) ☐ (b) ☐
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3
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SEC USE ONLY
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4
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SOURCE OF FUNDS (see instructions)
WC
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5
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CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e)
☐
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6
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CITIZENSHIP OR PLACE OF ORGANIZATION
Cayman Islands
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NUMBER
OF SHARES
BENEFICIALLY
OWNED
BY EACH
REPORTING
PERSON WITH:
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7
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SOLE VOTING POWER
0
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8
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SHARED VOTING POWER
1,650,158
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9
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SOLE DISPOSITIVE POWER
0
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10
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SHARED DISPOSITIVE POWER
1,650,158
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11
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,650,158(1)
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12
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CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (see instructions)
☐
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13
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PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
5.75%(1)(2)
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14
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TYPE OF REPORTING PERSON (see instructions)
CO
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(1) Includes (i) 945,668 shares of Common Stock previously held, and (ii) 704,490 shares of Common Stock issuable upon the exercise of the warrants
of the Issuer, subject to the 49.9% ownership limitation with respect to such warrants as further described herein..
(2) Based on 28,717,309 shares of Common Stock outstanding, which represents (i) 23,216,425 shares of Common Stock outstanding as of November 12, 2024, as indicated in the Issuer’s
Form 10-Q for the fiscal quarter ended September 30, 2024, plus (ii) 5,500,884 shares of Common Stock issuable upon the exercise of warrants of the Issuer, subject to the 49.9% ownership limitation with respect to such warrants as further
described herein.
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CUSIP No. 08205P209
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1
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NAME OF REPORTING PERSONS
Suvretta Capital Management, LLC
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2
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CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (see instructions)
(a) ☐ (b) ☐
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3
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SEC USE ONLY
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4
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SOURCE OF FUNDS (see instructions)
N/A
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5
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CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e)
☐
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6
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CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
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NUMBER
OF SHARES
BENEFICIALLY
OWNED
BY EACH
REPORTING
PERSON WITH:
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7
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SOLE VOTING POWER
0
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8
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SHARED VOTING POWER
14,329,937
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9
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SOLE DISPOSITIVE POWER
0
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10
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SHARED DISPOSITIVE POWER
14,329,937
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11
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
14,329,937(1)
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12
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CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (see instructions)
☐
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13
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PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
49.9%(1)(2)
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14
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TYPE OF REPORTING PERSON (see instructions)
IA, OO
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(1) Includes (i) 8,829,053 shares of Common Stock previously held, and (ii) 5,500,884 shares of Common Stock issuable upon the exercise of the warrants of the Issuer, subject to the 49.9% ownership limitation with respect to such
warrants as further described herein.
(2) Based on 28,717,309 shares of Common Stock outstanding, which represents (i) 23,216,425 shares of Common Stock outstanding as of November 12, 2024, as indicated in the Issuer’s Form 10-Q for the fiscal
quarter ended September 30, 2024, plus (ii) 5,500,884 shares of Common Stock issuable upon the exercise of warrants of the Issuer, subject to the 49.9% ownership limitation with respect to such warrants as further described herein.
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CUSIP No. 08205P209
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1
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NAME OF REPORTING PERSONS
Aaron Cowen
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2
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CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (see instructions)
(a) ☐ (b) ☐
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3
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SEC USE ONLY
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4
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SOURCE OF FUNDS (see instructions)
N/A
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5
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CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e)
☐
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6
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CITIZENSHIP OR PLACE OF ORGANIZATION
U.S.A.
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NUMBER OF SHARES
BENEFICIALLY
OWNED
BY EACH
REPORTING
PERSON WITH:
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7
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SOLE VOTING POWER
0
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|
|
8
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SHARED VOTING POWER
14,329,937
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||
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9
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SOLE DISPOSITIVE POWER
0
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||
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10
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SHARED DISPOSITIVE POWER
14,329,937
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||
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11
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
14,329,937(1)
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12
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CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (see instructions)
☐
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||
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13
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PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
49.9%(1)(2)
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14
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TYPE OF REPORTING PERSON (see instructions)
IN, HC
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(1) Includes (i) 8,829,053 shares of Common Stock previously held, and (ii) 5,500,884 shares of Common Stock issuable upon the exercise of the
warrants of the Issuer, subject to the 49.9% ownership limitation with respect to such warrants as further described herein.
(2) Based on 28,717,309 shares of Common Stock outstanding, which represents (i) 23,216,425 shares of Common Stock outstanding as of November 12, 2024, as indicated in the Issuer’s Form 10-Q for the fiscal quarter ended September 30,
2024, plus (ii) 5,500,884 shares of Common Stock issuable upon the exercise of warrants of the Issuer, subject to the 49.9% ownership limitation with respect to such warrants as further described herein.
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Item 5.
Interest in Securities of the Issuer
The information contained in Item 5 of the Original Schedule 13D is hereby amended and restated to read as follows:
(a) and (b) The information contained on the cover pages to this Amendment are incorporated by reference into this Item 5. Mr. Cowen is the control person and managing member
of Suvretta Capital and may be deemed to control the other Reporting Persons. Mr. Cowen disclaims beneficial ownership of all shares of Common Stock held by the Funds, other than, to the extent of any pecuniary interest therein. Neither the filing
of this Schedule 13D nor any of its contents shall be deemed to constitute an admission that any Reporting Person or any of its affiliates is the beneficial owner of any shares of Common Stock for purposes of Section 13(d) of the Securities Exchange
Act of 1934, as amended, or for any other purpose.
(c) Except as disclosed in Items 3 and 6 of Amendment No. 1, no other transactions in Common Stock were effected during the past sixty days by the Reporting Persons or, to their
knowledge, any of the Scheduled Persons.
(d) None.
(e) Not applicable.
SIGNATURE
After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.
Dated: November 18, 2024
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AVERILL MASTER FUND, LTD.
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By:
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/s/ Andrew Nathanson
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Name:
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Andrew Nathanson
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Title:
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Authorized Signatory
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AVERILL MADISON MASTER FUND, LTD.
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By:
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/s/ Andrew Nathanson
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Name:
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Andrew Nathanson
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Title:
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Authorized Signatory
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SUVRETTA CAPITAL MANAGEMENT, LLC
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By:
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/s/ Andrew Nathanson
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Name:
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Andrew Nathanson
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Title:
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General Counsel and Chief Compliance Officer
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/s/ Aaron Cowen
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Aaron Cowen
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