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SCHEDULE 13D/A 0000899140-24-000506 0001569064 XXXXXXXX LIVE 4 Common Stock, par value $0.0001 11/07/2025 true 0001808898 08205P209 Benitec Biopharma Inc. 3940 Trust Way Hayward CA 94545 Andrew Nathanson 212.702.5205 Suvretta Capital Management, LLC 540 Madison Avenue, 7th Floor New York NY 10022 0001569064 SUVRETTA CAPITAL MANAGEMENT, LLC OO DE 0 17761945 0 17761945 17761945 N 44.1 IA OO Note in relation to Items 11 and 13: Includes (i) 9,876,506 shares of Common Stock (as defined below) previously held, (ii) 1,481,481shares of Common Stock issued in the Direct Offering (as defined below), and (iii) 6,403,958 shares of Common Stock issuable upon the exercise of the warrants of the Issuer (as defined below). Note in relation to Item 13: Based on 40,266,184 shares of Common Stock outstanding, which represents (i) 26,450,745 shares of Common Stock outstanding as of November 6, 2025, as indicated by the Issuer on November 6, 2025, (ii) 5,930,000 shares of Common Stock to be issued in the Issuer's underwritten offering as described in the Issuer's Current Report on Form 8-K, filed as of November 7, 2025, (iii) 1,481,481 shares of Common Stock issued in the Direct Offering, and (iv) 6,403,958 shares of Common Stock issuable upon the exercise of warrants of the Issuer. 0001939329 Averill Master Fund, Ltd. WC E9 0 15237643 0 15237643 15237643 N 37.8 CO Note in relation to Items 11 and 13: Includes (i) 8,807,805 shares of Common Stock previously held, (ii) 730,370 shares of Common Stock issued in the Direct Offering, and (iii) 5,699,468 shares of Common Stock issuable upon the exercise of the warrants of the Issuer. Note in relation to Item 13: Based on 40,266,184 shares of Common Stock outstanding, which represents (i) 26,450,745 shares of Common Stock outstanding as of November 6, 2025, as indicated by the Issuer on November 6, 2025, (ii) 5,930,000 shares of Common Stock to be issued in the Issuer's underwritten offering as described in the Issuer's Current Report on Form 8-K, filed as of November 7, 2025, (iii) 1,481,481 shares of Common Stock issued in the Direct Offering, and (iv) 6,403,958 shares of Common Stock issuable upon the exercise of warrants of the Issuer. 0002021243 Averill Madison Master Fund, Ltd. WC E9 0 2524302 0 2524302 2524302 N 6.3 CO Note in relation to Items 11 and 13: Includes (i) 1,068,701 shares of Common Stock previously held, (ii) 751,111 shares of Common Stock issued in the Direct Offering, and (iii) 704,490 shares of Common Stock issuable upon the exercise of the warrants of the Issuer. Note in relation to Item 13: Based on 40,266,184 shares of Common Stock outstanding, which represents (i) 26,450,745 shares of Common Stock outstanding as of November 6, 2025, as indicated by the Issuer on November 6, 2025, (ii) 5,930,000 shares of Common Stock to be issued in the Issuer's underwritten offering as described in the Issuer's Current Report on Form 8-K, filed as of November 7, 2025, (iii) 1,481,481 shares of Common Stock issued in the Direct Offering, and (iv) 6,403,958 shares of Common Stock issuable upon the exercise of warrants of the Issuer. Y Aaron Cowen OO X1 0 17761945 0 17761945 17761945 N 44.1 IN HC Note in relation to Items 11 and 13: Includes (i) 9,876,506 shares of Common Stock previously held, (ii) 1,481,481shares of Common Stock issued in the Direct Offering, and (iii) 6,403,958 shares of Common Stock issuable upon the exercise of the warrants of the Issuer. Note in relation to Item 13: Based on 40,266,184 shares of Common Stock outstanding, which represents (i) 26,450,745 shares of Common Stock outstanding as of November 6, 2025, as indicated by the Issuer on November 6, 2025, (ii) 5,930,000 shares of Common Stock to be issued in the Issuer's underwritten offering as described in the Issuer's Current Report on Form 8-K, filed as of November 7, 2025, (iii) 1,481,481 shares of Common Stock issued in the Direct Offering, and (iv) 6,403,958 shares of Common Stock issuable upon the exercise of warrants of the Issuer. Common Stock, par value $0.0001 Benitec Biopharma Inc. 3940 Trust Way Hayward CA 94545 This Amendment No. 4 (this "Amendment") amends and supplements the statement on Schedule 13D filed on April 29, 2024 (the "Original Schedule 13D" and, as amended and supplemented by this Amendment, Amendment No. 1, Amendment No. 2 and Amendment No. 3 referred to herein as the "Schedule 13D"), as amended by Amendment No. 1 on September 30, 2024 ("Amendment No. 1"), Amendment No. 2 on November 18, 2024 ("Amendment No. 2") and Amendment No. 3 on March 28, 2025 ("Amendment No. 3"), related to the Common Stock of the Issuer. Capitalized terms used in this Amendment and not otherwise defined shall have the same meanings ascribed to them in the Original Schedule 13D. The information contained in Item 3 of the Original Schedule 13D is hereby amended and supplemented by adding the text set forth below after the last paragraph: On November 7, 2025, as part of a registered direct offering of Common Stock (the "Direct Offering"), Averill Master Fund purchased 730,370 shares of Common Stock of the Issuer pursuant to that certain Securities Purchase Agreement, dated November 5, 2025 (the "Purchase Agreement"), by and among the Issuer, Averill Master Fund and Averill Madison Master Fund at a price of $13.50 per share. On November 7. 2025, as part of the Direct Offering, Averill Madison Master Fund purchased 751,111 shares of Common Stock of the Issuer pursuant to the Purchase Agreement at a price of $13.50 per share. The total amount of funds used by the Funds to purchase the shares of Common Stock of the Issuer described above was furnished from the working capital of the Funds. The information contained in Item 5 of the Original Schedule 13D is hereby amended and restated to read as follows: 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. Except as disclosed in Items 3 and 6 of this Schedule 13D, 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. None. Not applicable. The information contained in Item 6 of the Original Schedule 13D is hereby amended and supplemented by adding the text set forth below after the last paragraph: Securities Purchase Agreement On November 5, 2025, each of the Funds entered into the Purchase Agreement with the Issuer in connection with the Direct Offering. Pursuant to the Purchase Agreement, (i) Averill Master Fund purchased 730,370 shares of Common Stock at a price of $13.50 per share, and (ii) Averill Madison Master Fund purchased 751,111 shares of Common Stock at a price of $13.50 per share. Registration Rights Agreement On November 7, 2025, each of the Funds entered into that certain registration rights agreement (the "Registration Rights Agreement") with the Issuer in connection with the Direct Offering and pursuant to the terms of the Purchase Agreement. Pursuant to the Registration Rights Agreement, the Issuer agreed to file a registration statement to register for resale the shares of the Common Stock sold to the Funds in the Direct Offering (the "Registrable Securities") no later than 60 days following the closing of the Direct Offering. The Issuer agreed to use its best efforts to cause such registration statement to be declared effective by the Securities and Exchange Commission promptly, and to keep such registration statement effective until the date the Registrable Securities (i) have been sold thereunder or pursuant to Rule 144 under the Securities Act of 1933, as amended, or (ii) may be sold without volume or manner-of-sale restrictions pursuant to Rule 144 and without the requirement for the Issuer to be in compliance with the current public information requirement under Rule 144. The Registration Rights Agreement provides for customary indemnification rights in connection with the registration statement by the Issuer and the Funds The foregoing description of the material terms of the Securities Purchase Agreement and the Registration Rights Agreement are each qualified in their entirety by reference to those documents, each of which is referenced in Exhibits 9 and 10 hereto, respectively, and is incorporated by reference herein. Exhibit Description 9* Securities Purchase Agreement, dated November 5, 2025, by and among Benitec Biopharma Inc., Averill Master Fund, Ltd. and Averill Madison Master Fund, Ltd. 10 Registration Rights Agreement, dated November 7, 2025, by and among Benitec Biopharma Inc., Averill Master Fund, Ltd. and Averill Madison Master Fund, Ltd. * Incorporated by reference from Exhibit 10.1 of the Issuer's Current Report on Form 8-K filed with the SEC on November 7, 2025. SUVRETTA CAPITAL MANAGEMENT, LLC /s/ Andrew Nathanson Andrew Nathanson, General Counsel and Chief Compliance Officer 11/10/2025 Averill Master Fund, Ltd. /s/ Andrew Nathanson Andrew Nathanson, Authorized Signatory 11/10/2025 Averill Madison Master Fund, Ltd. /s/ Andrew Nathanson Andrew Nathanson, Authorized Signatory 11/10/2025 Aaron Cowen /s/ Aaron Cowen Aaron Cowen 11/10/2025