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 9, 2020

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.  ☒

Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

Grants of Executive Stock Options. On December 9, 2020, the Compensation Committee (the “Committee”) of the Board of Directors (the “Board”) of Benitec Biopharma Inc. (the “Company”) approved the grant to each of Dr. Jerel Banks, Chief Executive Officer, and Megan Boston, Executive Director, of nonqualified stock options (the “Executive Options”) to purchase 284,345 and 142,172 shares, respectively, of the Company’s common stock pursuant to the Company’s 2020 Equity and Incentive Compensation Plan (the “Plan”). The Executive Options were granted at an exercise price of $2.98 per share, which equals the closing price of the Company’s common stock on December 9, 2020. The Options will become vested and exercisable in three substantially equal installments on each of the first three anniversaries of the grant date, subject to the applicable executive’s continued service with the Company through the applicable vesting date. Upon the occurrence of a Change in Control (as defined in the Plan) any unvested portion of the Executive Options will become fully-vested and exercisable.

Grants of Stock Options to Non-Employee Directors. Also on December 9, 2020, the Committee recommended that the Board approve, and the Board approved, the grant of nonqualified stock options (the “Director Options”, and together with the Executive Options, the “Options”) to purchase the Company’s common stock to each of the Company’s non-employee directors, J. Kevin Buchi, Edward Smith, and Peter Francis pursuant to the Plan. Each of the Company’s non-employee directors was granted Director Options to purchase 23,601 shares. The Director Options were granted at an exercise price of $2.98 per share, which equals the closing price of the Company’s common stock on the grant date. The Director Options will become vested and exercisable in three substantially equal installments on the day prior to each of the Company’s next three annual stockholder meetings occurring immediately following the grant date, subject to the applicable non-employee director’s continued service with the Company through the applicable vesting date. Upon the occurrence of a Change in Control any unvested portion of the Director Options will become fully-vested and exercisable.

The foregoing descriptions of the Options are qualified in their entirety by reference to the full text of the applicable Option Right Agreements, which are filed herewith as Exhibit 10.1 and 10.2 and incorporated herein by reference.

Item 9.01 Financial Statements and 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.