SC 13G 1 tm2114526d1_sc13g.htm SC 13G

 

 

 

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

 

SCHEDULE 13G

 

Under the Securities Exchange Act of 1934
(Amendment No. __)*

 

BENITEC BIOPHARMA INC.
(Name of Issuer)
COMMON STOCK, $0.0001 PAR VALUE
(Title of Class of Securities)
08205P100
(CUSIP Number)
April 28, 2021
(Date of Event Which Requires Filing of this Statement)

 

 

Check the appropriate box to designate the rule pursuant to which this Schedule is filed:

 

¨Rule 13d-1(b)
þRule 13d-1(c)
¨Rule 13d-1(d)

 

(Page 1 of 13 Pages)

 

*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 the disclosures provided in a prior cover page.

 

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 13G
     
CUSIP NO.  08205P100   Page 2 of 13

 

1

NAMES OF REPORTING PERSONS

 

Lincoln Park Capital Fund, LLC                              

2

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP

(a)  ¨

(b)  ¨

3

SEC USE ONLY

 

4

CITIZENSHIP OR PLACE OF ORGANIZATION

Illinois

NUMBER OF

SHARES

BENEFICIALLY

OWNED BY

EACH

REPORTING

PERSON WITH:

5

SOLE VOTING POWER

0

6

SHARED VOTING POWER

423,529

7

SOLE DISPOSITIVE POWER

0

8

SHARED DISPOSITIVE POWER

423,529

9

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

423,529

10

CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES     ¨

 

11

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)

5.392%*

12

TYPE OF REPORTING PERSON

OO

       

 

*Based on 7,854,416 shares of the Issuer’s common stock outstanding as of April 28, 2021 immediately following the completion of the Issuer’s registered public offering, based on information reported in the Issuer’s preliminary Prospectus Supplement, dated April 27, 2021, filed with the Securities and Exchange Commission (the “Commission”) pursuant to Rule 424(b)(5) under the Securities Act of 1933, as amended (the “Securities Act”), in connection with the offering on April 27, 2021, and in the Issuer’s free writing prospectus filed with the Commission pursuant to Rule 433 under the Securities Act in connection with the offering on April 28, 2021, assuming no exercise of the underwriter’s over-allotment option to purchase additional shares of common stock granted to the underwriter by the Issuer in connection with such offering.

 

 

SCHEDULE 13G 
CUSIP NO. 08205P100 Page 3 of 13

 

  

1

NAMES OF REPORTING PERSONS

 

Lincoln Park Capital, LLC                             

2

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP

(a)  ¨

(b)  ¨

3

SEC USE ONLY

 

4

CITIZENSHIP OR PLACE OF ORGANIZATION

Illinois

NUMBER OF

SHARES

BENEFICIALLY

OWNED BY

EACH

REPORTING

PERSON WITH:

5

SOLE VOTING POWER

0

6

SHARED VOTING POWER

423,529

7

SOLE DISPOSITIVE POWER

0

8

SHARED DISPOSITIVE POWER

423,529

9

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

423,529

10

CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES     ¨

 

11

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)

5.392%*

12

TYPE OF REPORTING PERSON

OO

       

 

 * Based on 7,854,416 shares of the Issuer’s common stock outstanding as of April 28, 2021 immediately following the completion of the Issuer’s registered public offering, based on information reported in the Issuer’s preliminary Prospectus Supplement, dated April 27, 2021, filed with the Commission pursuant to Rule 424(b)(5) under the Securities Act in connection with the offering on April 27, 2021, and in the Issuer’s free writing prospectus filed with the Commission pursuant to Rule 433 under the Securities Act in connection with the offering on April 28, 2021, assuming no exercise of the underwriter’s over-allotment option to purchase additional shares of common stock granted to the underwriter by the Issuer in connection with such offering.

 

 

SCHEDULE 13G 
CUSIP NO. 08205P100 Page 4 of 13

 

 

1

NAMES OF REPORTING PERSONS

 

Rockledge Capital Corporation                            

2

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP

(a)  ¨

(b)  ¨

3

SEC USE ONLY

 

4

CITIZENSHIP OR PLACE OF ORGANIZATION

Texas

NUMBER OF

SHARES

BENEFICIALLY

OWNED BY

EACH

REPORTING

PERSON WITH:

5

SOLE VOTING POWER

0

6

SHARED VOTING POWER

423,529

7

SOLE DISPOSITIVE POWER

0

8

SHARED DISPOSITIVE POWER

423,529

9

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

423,529

10

CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES     ¨

 

11

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)

5.392%*

12

TYPE OF REPORTING PERSON

CO

       

 

 * Based on 7,854,416 shares of the Issuer’s common stock outstanding as of April 28, 2021 immediately following the completion of the Issuer’s registered public offering, based on information reported in the Issuer’s preliminary Prospectus Supplement, dated April 27, 2021, filed with the Commission pursuant to Rule 424(b)(5) under the Securities Act in connection with the offering on April 27, 2021, and in the Issuer’s free writing prospectus filed with the Commission pursuant to Rule 433 under the Securities Act in connection with the offering on April 28, 2021, assuming no exercise of the underwriter’s over-allotment option to purchase additional shares of common stock granted to the underwriter by the Issuer in connection with such offering.

 

 

SCHEDULE 13G 
CUSIP NO. 08205P100 Page 5 of 13

 

  

1

NAMES OF REPORTING PERSONS

 

Joshua B. Scheinfeld

2

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP

(a)  ¨

(b)  ¨

3

SEC USE ONLY

 

 

4

CITIZENSHIP OR PLACE OF ORGANIZATION

United States

NUMBER OF

SHARES

BENEFICIALLY

OWNED BY

EACH

REPORTING

PERSON WITH:

5

SOLE VOTING POWER

0

6

SHARED VOTING POWER

423,529

7

SOLE DISPOSITIVE POWER

0

8

SHARED DISPOSITIVE POWER

423,529

9

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

423,529

10 CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES      ¨
11

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)

5.392%*

12

TYPE OF REPORTING PERSON

IN

       

 

  * Based on 7,854,416 shares of the Issuer’s common stock outstanding as of April 28, 2021 immediately following the completion of the Issuer’s registered public offering, based on information reported in the Issuer’s preliminary Prospectus Supplement, dated April 27, 2021, filed with the Commission pursuant to Rule 424(b)(5) under the Securities Act in connection with the offering on April 27, 2021, and in the Issuer’s free writing prospectus filed with the Commission pursuant to Rule 433 under the Securities Act in connection with the offering on April 28, 2021, assuming no exercise of the underwriter’s over-allotment option to purchase additional shares of common stock granted to the underwriter by the Issuer in connection with such offering.

 

 

SCHEDULE 13G 
CUSIP NO. 08205P100 Page 6 of 13

 

 

1

NAMES OF REPORTING PERSONS

 

Alex Noah Investors, Inc.

2

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP

(a)  ¨

(b)  ¨

3

SEC USE ONLY

 

4

CITIZENSHIP OR PLACE OF ORGANIZATION

Illinois

NUMBER OF

SHARES

BENEFICIALLY

OWNED BY

EACH

REPORTING

PERSON WITH:

5

SOLE VOTING POWER

0

6

SHARED VOTING POWER

423,529

7

SOLE DISPOSITIVE POWER

0

8

SHARED DISPOSITIVE POWER

423,529

9

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

423,529

10

CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES      ¨

 

11

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)

5.392%*

12

TYPE OF REPORTING PERSON

CO

       

 

 * Based on 7,854,416 shares of the Issuer’s common stock outstanding as of April 28, 2021 immediately following the completion of the Issuer’s registered public offering, based on information reported in the Issuer’s preliminary Prospectus Supplement, dated April 27, 2021, filed with the Commission pursuant to Rule 424(b)(5) under the Securities Act in connection with the offering on April 27, 2021, and in the Issuer’s free writing prospectus filed with the Commission pursuant to Rule 433 under the Securities Act in connection with the offering on April 28, 2021, assuming no exercise of the underwriter’s over-allotment option to purchase additional shares of common stock granted to the underwriter by the Issuer in connection with such offering.

 

 

SCHEDULE 13G 
CUSIP NO. 08205P100 Page 7 of 13

 

  

1

NAMES OF REPORTING PERSONS

 

Jonathan I. Cope

2

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP

(a)  ¨

(b)  ¨

3

SEC USE ONLY

 

4

CITIZENSHIP OR PLACE OF ORGANIZATION

United States

NUMBER OF

SHARES

BENEFICIALLY

OWNED BY

EACH

REPORTING

PERSON WITH:

5

SOLE VOTING POWER

0

6

SHARED VOTING POWER

423,529

7

SOLE DISPOSITIVE POWER

0

8

SHARED DISPOSITIVE POWER

423,529

9

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

423,529

10

CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES    ¨

 

11

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)

5.392%*

12

TYPE OF REPORTING PERSON

IN

       

 

 * Based on 7,854,416 shares of the Issuer’s common stock outstanding as of April 28, 2021 immediately following the completion of the Issuer’s registered public offering, based on information reported in the Issuer’s preliminary Prospectus Supplement, dated April 27, 2021, filed with the Commission pursuant to Rule 424(b)(5) under the Securities Act in connection with the offering on April 27, 2021, and in the Issuer’s free writing prospectus filed with the Commission pursuant to Rule 433 under the Securities Act in connection with the offering on April 28, 2021, assuming no exercise of the underwriter’s over-allotment option to purchase additional shares of common stock granted to the underwriter by the Issuer in connection with such offering.

 

 

SCHEDULE 13G 
CUSIP NO. 08205P100 Page 8 of 13

 

 

Item 1.  

 

(a)Name of Issuer:

 

Benitec Biopharma Inc., a Delaware corporation (“Issuer”)

 

(b)Address of Issuer’s Principal Executive Offices:

  

  3940 Trust Way
Hayward, California 94545    
   
Item 2.  

 

(a)Name of Person Filing:

 

Lincoln Park Capital Fund, LLC (“LPC Fund”)

 

Lincoln Park Capital, LLC (“LPC”)

 

Rockledge Capital Corporation (“RCC”)

 

Joshua B. Scheinfeld (“Mr. Scheinfeld”)

 

Alex Noah Investors, Inc. (“Alex Noah”)

 

Jonathan I. Cope (“Mr. Cope” and, collectively with LPC Fund, LPC, RCC, Mr. Scheinfeld and Alex Noah, the “Reporting Persons”)

 

(b)Address of Principal Business Office, or if None, Residence:

 

The address of the principal business office of each of the Reporting Persons is:

 

440 North Wells, Suite 410

Chicago, Illinois 60654

 

(c)Citizenship:

 

LPC Fund is an Illinois limited liability company

 

LPC is an Illinois limited liability company

 

RCC is a Texas corporation

 

 

SCHEDULE 13G 
CUSIP NO. 08205P100 Page 9 of 13

 

 

Mr. Scheinfeld is a United States citizen

 

Alex Noah is an Illinois corporation

 

Mr. Cope is a United States citizen

 

(d)Title of Class of Securities:

 

Common Stock, $0.0001 par value (“Common Stock”)

 

(e)CUSIP Number:

 

08205P100

 

Item 3.  

 

If this statement is filed pursuant to §§240.13d-1(b), or 240.13d-2(b) or (c), check whether the person filing is a:

 

(a) ¨Broker or dealer registered under Section 15 of the Act (15 U.S.C. 78o).
(b) ¨Bank as defined in Section 3(a)(6) of the Act (15 U.S.C. 78c).
(c) ¨Insurance company as defined in Section 3(a)(19) of the Act (15 U.S.C. 78c).
(d) ¨Investment company registered under Section 8 of the Investment Company Act of 1940 (15 U.S.C. 80a-8).
(e) ¨An investment adviser in accordance with §240.13d-1(b)(1)(ii)(E);
(f) ¨An employee benefit plan or endowment fund in accordance with §240. 13d-1(b)(1)(ii)(F);
(g) ¨A parent holding company or control person in accordance with §240.13d-1(b)(1)(ii)(G);
(h) ¨A savings associations as defined in Section 3(b) of the Federal Deposit Insurance Act (12 U.S.C. 1813);
(i) ¨A church plan that is excluded from the definition of an investment company under section 3(c)(14) of the Investment Company Act of 1940 (15 U.S.C. 80a-3);
(j) ¨A non-U.S. institution in accordance with §240.13d-1(b)(1)(ii)(J);
(k) ¨Group, in accordance with §240.13d-1(b)(1)(ii)(K).

 

If filing as a non-U.S. institution in accordance with §240.13d-1(b)(1)(ii)(J), please specify the type of institution ______________________

 

 

SCHEDULE 13G 
CUSIP NO. 08205P100 Page 10 of 13

 

 

Item 4. Ownership.

 

Reporting person 

Amount

beneficially

owned1:

  

Percent

of class2:

  

Sole power

to vote or

direct

the vote:

  

Shared

power to

vote or to

direct

the vote:

  

Sole power to

dispose or to

direct the

disposition of:

  

Shared power

to dispose or to

direct the

disposition of:

 

Lincoln Park Capital Fund, LLC

   423,529    5.392%   0    423,529    0    423,529 
                               
Lincoln Park Capital, LLC   423,529    5.392%   0    423,529    0    423,529 
                               
Rockledge Capital Corporation   423,529    5.392%   0    423,529    0    423,529 
                               
Joshua B. Scheinfeld   423,529    5.392%   0    423,529    0    423,529 
                               
Alex Noah Investors, Inc.   423,529    5.392%   0    423,529    0    423,529 
                               
Jonathan I. Cope   423,529    5.392%   0    423,529    0    423,529 

 

 

1Represents 423,529 shares of Common Stock purchased by LPC Fund directly from the Issuer in a registered public offering of Common Stock on April 28, 2021 (the “April 2021 Public Offering”).

 

2Based on information contained in the Issuer’s preliminary Prospectus Supplement dated April 27, 2021 filed with the Commission pursuant to Rule 424(b)(5) under the Securities Act in connection with the April 2021 Public Offering on April 27, 2021, and in the Issuer’s free writing prospectus filed with the Commission pursuant to Rule 433 under the Securities Act in connection with the April 2021 Public Offering on April 28, 2021 there were a total of 7,854,416 shares of Common Stock outstanding as of April 28, 2021, immediately following the completion of the Issuer’s April 2021 Public Offering, assuming no exercise of the underwriter’s over-allotment option granted by the Issuer to the underwriter in connection with the April 2021 Public Offering, which number of outstanding shares includes the 423,529 shares of Common Stock purchased by LPC Fund on April 28, 2021 directly from the Issuer in the April 2021 Public Offering.

 

As of April 28, 2021, LPC Fund beneficially owned, directly, an aggregate of 423,529 shares of Common Stock (representing approximately 5.392% of the outstanding shares of Common Stock as of April 28, 2021), representing the 423,529 shares of Common Stock purchased by LPC Fund on April 28, 2021 directly from the Issuer in the April 2021 Public Offering.

 

LPC is the Managing Member of LPC Fund.  RCC and Alex Noah are the Managing Members of LPC.  Mr. Scheinfeld is the president and sole shareholder of RCC, as well as a principal of LPC.  Mr. Cope is the president and sole shareholder of Alex Noah, as well as a principal of LPC. As a result of the foregoing, Mr. Scheinfeld and Mr. Cope have shared voting and shared investment power over the shares of Common Stock of the Issuer held directly by LPC Fund. Pursuant to Section 13(d) of the Securities Act and the rules thereunder, each of LPC, RCC, Mr. Scheinfeld, Alex Noah, and Mr. Cope may be deemed to be a beneficial owner of the shares of Common Stock of the Issuer beneficially owned directly by LPC Fund.

 

 

SCHEDULE 13G 
CUSIP NO. 08205P100 Page 11 of 13

 

 

Pursuant to Rule 13d-4 of the Securities Act, each of LPC, RCC, Mr. Scheinfeld, Alex Noah, and Mr. Cope disclaims beneficial ownership of the shares of Common Stock of the Issuer held directly by LPC Fund.

 

Item 5. Ownership of Five Percent or Less of a Class.

 

If this statement is being filed to report the fact that as of the date hereof the reporting person has ceased to be the beneficial owner of more than five percent of the class of securities, check the following ¨.

 

Item 6. Ownership of More Than Five Percent on Behalf of Another Person.

 

Not applicable.

 

Item 7. Identification and Classification of Subsidiary Which Acquired the Security Being Reported on by the Parent Holding Company or Control Person.

 

Not applicable.

 

Item 8. Identification and Classification of Members of the Group.

 

Not applicable.

 

Item 9. Notice of Dissolution of Group.

 

  Not applicable.

 

Item 10. Certifications.

 

By signing below I certify that, to the best of my knowledge and belief, the securities referred to above were not acquired and are not held for the purpose of or with the effect of changing or influencing the control of the issuer of the securities and were not acquired and are not held in connection with or as a participant in any transaction having that purpose or effect.

 

 

SCHEDULE 13G 
CUSIP NO. 08205P100 Page 12 of 13

 

 

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:  April 28, 2021

 

LINCOLN PARK CAPITAL FUND, LLC          LINCOLN PARK CAPITAL, LLC
     
BY: LINCOLN PARK CAPITAL, LLC       BY: ROCKLEDGE CAPITAL CORPORATION
     
BY: ROCKLEDGE CAPITAL CORPORATION    
     
By: /s/ Joshua B. Scheinfeld   By: /s/ Joshua B. Scheinfeld
  Name: Joshua B. Scheinfeld     Name: Joshua B. Scheinfeld
  Title: President     Title: President
     
LINCOLN PARK CAPITAL FUND, LLC   LINCOLN PARK CAPITAL, LLC
     
BY: LINCOLN PARK CAPITAL, LLC   BY: ALEX NOAH INVESTORS, INC.
     
BY: ALEX NOAH INVESTORS, INC.    
     
By: /s/ Jonathan I. Cope   By: /s/ Jonathan I. Cope
  Name: Jonathan I. Cope     Name: Jonathan I. Cope
  Title: President     Title: President
     
ROCKLEDGE CAPITAL CORPORATION    ALEX NOAH INVESTORS, INC.
     
By: /s/ Joshua B. Scheinfeld   By: /s/ Jonathan I. Cope
  Name: Joshua B. Scheinfeld     Name: Jonathan I. Cope
  Title: President     Title: President
     
JOSHUA B. SCHEINFELD    JONATHAN I. COPE
     
/s/ Joshua B. Scheinfeld   /s/ Jonathan I. Cope
Name: Joshua B. Scheinfeld   Name: Jonathan I. Cope

 

 

 

 

LIST OF EXHIBITS

 

Exhibit No.    Description
   
1 Joint Filing Agreement