8-K

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d)

of the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): December 7, 2022

BENITEC BIOPHARMA INC.

(Exact name of registrant as specified in its charter)

Registrant’s Telephone Number, Including Area Code: (510) 780-0819

(Former Name or Former Address, if Changed Since Last Report): Not Applicable

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

Securities registered pursuant to Section 12(b) of the Act:

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter)

Emerging Growth Company ☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

On December 7, 2022, Benitec Biopharma Inc. (the “Company”) held its 2022 Annual Meeting of Stockholders (the “2022 Annual Meeting”). The 2022 Annual Meeting was held virtually. A total of 18,994,156 shares of the Company’s common stock were present or represented by proxy at the 2022 Annual Meeting, representing 73.59% of the issued and outstanding shares entitled to vote at the meeting. Share numbers reported in this Current Report on Form 8-K have been rounded down to the nearest whole share. The proposals voted upon and the final results of the vote were as follows:

Proposal 1 – Election of Directors. The results were as follows:

Proposal 2 – Ratification of Appointment of Independent Registered Public Accounting Firm. The results were as follows:

Proposal 3 – Advisory Vote on Executive Compensation. The results were as follows:

Proposal 4 – Approval of an Amendment to the Company’s Certificate of Incorporation to Increase the Number of Authorized Shares of Common Stock. The results were as follows:

Proposal 5 – Approval of an Amendment to the Company’s Certificate of Incorporation to Authorize the Issuance of Up to 5,000,000 Shares of Preferred Stock. The results were as follows:

Proposal 6 – Approval of an Amendment to the Company’s Certificate of Incorporation to Effect a Reverse Stock Split of the Company’s Common Stock. The results were as follows:

Proposal 7 – Approval of the Adjournment of the Annual Meeting, if Necessary, to Solicit Additional Proxies. The results were as follows:

Each of the proposals except for Proposal 5 received the required number of votes to be approved by the Company’s stockholders.

(d)    Exhibits

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.