SecProbe.io

April 3, 2026
Megan Boston
Chief Financial Officer
Benitec Biopharma Inc.
3940 Trust Way
Hayward, California 94545
Re:Benitec Biopharma Inc.
Form 10-K for Fiscal Year Ended June 30, 2025
File No. 001-39267
Dear Megan Boston:
            We have completed our review of your filings. We remind you that the company and its
management are responsible for the accuracy and adequacy of their disclosures, notwithstanding
any review, comments, action or absence of action by the staff.
Sincerely,
Division of Corporation Finance
Office of Life Sciences

CORRESP
 1
 filename1.htm

 CORRESP

 March 20, 2026 U.S.
Securities and Exchange Commission Division of Corporation Finance
 Office of Life Sciences 100 F Street, N.E.
 Washington, D.C. 20549 Attention: Eric Atallah and Lynn Dicker

 Re:
 Benitec Biopharma Inc.
 Form 10-K for Fiscal Year Ended June 30, 2025
 File No. 001-39267
 Dear Mr. Atallah and Ms. Dicker: Benitec Biopharma
Inc. (the “Company” or “we”) is in receipt of the comment letter dated February 24, 2026 (the “Comment Letter”) from the staff of the Division of Corporation Finance (the “Staff”) of the U.S.
Securities and Exchange Commission relating to the above-referenced filing. We submit this letter in response to the Comment Letter. For ease of
reference, we have set forth the Staff’s comment in italics and the Company’s corresponding response below. Form 10-K for Fiscal Year Ended June 30, 2025 Report of Independent Registered Public Accounting Firm, page F-2

 1.
 We note the signature of Baker Tilly US, LLP has been omitted from their audit report. Please amend your
filing to provide a signed audit report. Refer to Rule 2-02(a)(2) of Regulation S-X.
 The Company acknowledges the Staff’s comment. In response to the Staff’s comment, the Company is filing today Amendment No. 1 (the
“Amendment No. 1”) to its Annual Report on Form 10-K for the year ended June 30, 2025 (the “Original 10-K”) to include a conformed
signature on the audit report that was included in its Original 10-K. As indicated in the Explanatory Note to Amendment No. 1, the conformed signature on the audit report was inadvertently omitted from
the version that was originally filed with the Original 10-K. The signed audit report was provided to the Company by Baker Tilly US, LLP prior to the filing of the Original
 10-K.

 Please feel free to contact me at
 323-388-2352 or mboston@benitec.com if there are any further questions.

 Sincerely,

 /s/ Megan Boston

 Megan Boston

 Chief Financial Officer and Secretary

 cc:   Matthew S. O’Loughlin, O’Melveny & Myers
LLP

     Ashley R. Gust, O’Melveny & Myers LLP

 Page 2

February 24, 2026
Megan Boston
Chief Financial Officer
Benitec Biopharma Inc.
3940 Trust Way
Hayward, California 94545
Re:Benitec Biopharma Inc.
Form 10-K for Fiscal Year Ended June 30, 2025
File No. 001-39267
Dear Megan Boston:
            We have limited our review of your filing to the financial statements and related
disclosures and have the following comment.
            Please respond to this letter within ten business days by providing the requested
information or advise us as soon as possible when you will respond. If you do not believe a
comment applies to your facts and circumstances, please tell us why in your response.
            After reviewing your response to this letter, we may have additional comments.
Form 10-K for Fiscal Year Ended June 30, 2025
Report of Independent Registered Public Accounting Firm, page F-2
1.We note the signature of Baker Tilly US, LLP has been omitted from their audit report.
Please amend your filing to provide a signed audit report. Refer to Rule 2-02(a)(2) of
Regulation S-X.

            In closing, we remind you that the company and its management are responsible for the
accuracy and adequacy of their disclosures, notwithstanding any review, comments, action or
absence of action by the staff.

February 24, 2026
Page 2
             Please contact Eric Atallah at 202-551-3663 or Lynn Dicker at 202-551-3616 with any
questions.
Sincerely,
Division of Corporation Finance
Office of Life Sciences

February 6, 2026
Jerel Banks
Chief Executive Officer
Benitec Biopharma Inc.
3940 Trust Way
Hayward, CA 94545
Re:Benitec Biopharma Inc.
Registration Statement on Form S-3
Filed January 30, 2026
File No. 333-293077
Dear Jerel Banks:
            This is to advise you that we have not reviewed and will not review your registration
statement.
            Please refer to Rules 460 and 461 regarding requests for acceleration. We remind you
that the company and its management are responsible for the accuracy and adequacy of their
disclosures, notwithstanding any review, comments, action or absence of action by the staff.
            Please contact Jessica Dickerson at 202-551-8013 with any questions.
Sincerely,
Division of Corporation Finance
Office of Life Sciences
cc:Matthew S. O'Loughlin, Esq.

CORRESP
 1
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 CORRESP

 BENITEC BIOPHARMA INC.
 3940 TRUST WAY HAYWARD, CALIFORNIA
94545 February 6, 2026 VIA EDGAR
 Ms. Jessica Dickerson Securities and Exchange Commission
 Division of Corporation Finance Office of Life Sciences
 100 F Street, N.E. Washington, D.C. 20549

 Re:
 Benitec Biopharma Inc.
 Registration Statement on Form S-3 (File
 No. 333-293077) Dear Ms. Dickerson:
 Pursuant to Rule 461 of the Securities Act of 1933, as amended, Benitec Biopharma Inc. hereby requests acceleration of the effective date of
the above-referenced Registration Statement on Form S-3 (File No. 333-293077) so that it may become effective at 3:00 p.m. Eastern Time on February 10, 2026,
or as soon thereafter as practicable.

 Very truly yours,

 BENITEC BIOPHARMA INC.

 By:

 /s/ Dr. Jerel Banks

 Name:

 Dr. Jerel Banks

 Title:

 Chief Executive Officer

 cc:
 Matthew S. O’Loughlin, O’Melveny & Myers LLP

CORRESP
 1
 filename1.htm

 CORRESP

 BENITEC BIOPHARMA INC. 3940 Trust Way Hayward, California 94545 September 26, 2025   VIA EDGAR Joshua Gorsky Joe McCann Securities and Exchange Commission Division of Corporation Finance Office of Life Sciences 100 F Street, N.E. Washington, D.C. 20549

 Re:
 Benitec Biopharma Inc.

 Registration Statement on Form S-3 (File No. 333-290455)

   Dear Mr. Gorsky and Mr. McCann: Pursuant to Rule 461 of the Securities Act of 1933, as amended, Benitec Biopharma Inc. hereby requests acceleration of the effective date of the above-referenced Registration Statement on Form S-3 (File No. 333-290455) so that it may become effective at 4:00 p.m. Eastern Time on September 29, 2025, or as soon thereafter as practicable.   Very truly yours,

 BENITEC BIOPHARMA INC.

 By:
 /s/ Dr. Jerel Banks

 Name:
  Dr. Jerel Banks

 Title:
  Chief Executive Officer

     cc: Matt O'Loughlin, Proskauer Rose LLP Louis Rambo, Proskauer Rose LLP

<DOCUMENT>
<TYPE>TEXT-EXTRACT
<SEQUENCE>2
<FILENAME>filename2.txt
<TEXT>
 September 25, 2025

Jerel Banks
Chief Executive Officer
Benitec Biopharma Inc.
3940 Trust Way
Hayward, CA 94545

 Re: Benitec Biopharma Inc.
 Registration Statement on Form S-3
 Filed September 22, 2025
 File No. 333-290455
Dear Jerel Banks:

 This is to advise you that we have not reviewed and will not review your
registration
statement.

 Please refer to Rules 460 and 461 regarding requests for acceleration.
We remind you
that the company and its management are responsible for the accuracy and
adequacy of their
disclosures, notwithstanding any review, comments, action or absence of action
by the staff.

 Please contact Joshua Gorsky at 202-551-7836 with any questions.

 Sincerely,

 Division of
Corporation Finance
 Office of Life
Sciences
cc: Louis Rambo, Esq.
</TEXT>
</DOCUMENT>

CORRESP
 1
 filename1.htm

 CORRESP

 BENITEC BIOPHARMA INC.
 3940 TRUST WAY HAYWARD, CALIFORNIA
94545 May 29, 2025 VIA EDGAR
 Jason Drory Securities and Exchange Commission
 Division of Corporation Finance Office of Life Sciences
 100 F Street, N.E. Washington, D.C. 20549

 Re:
 Benitec Biopharma Inc.
 Registration Statement on Form S-3 ( File
No. 333-287566) Dear Mr. Drory:
 Pursuant to Rule 461 of the Securities Act of 1933, as amended, Benitec Biopharma Inc. hereby requests acceleration of the effective date of
the above-referenced Registration Statement on Form S-3 (File No. 333-287566) so that it may become effective at 4:00 p.m. Eastern Time on June 2, 2025, or as soon thereafter as practicable.

 Very truly yours,
 BENITEC BIOPHARMA INC.

 By:

 /s/ Dr. Jerel Banks

 Name:

 Dr. Jerel Banks

 Title:

 Chief Executive Officer

 cc:
 Matt O’Loughlin, Proskauer Rose LLP
 Louis Rambo, Proskauer Rose LLP

<DOCUMENT>
<TYPE>TEXT-EXTRACT
<SEQUENCE>2
<FILENAME>filename2.txt
<TEXT>
 May 28, 2025

Jerel Banks
Chief Executive Officer
Benitec Biopharma Inc.
3940 Trust Way
Hayward, CA 94545

 Re: Benitec Biopharma Inc.
 Registration Statement on Form S-3
 Filed May 23, 2025
 File No. 333-287566
Dear Jerel Banks:

 This is to advise you that we have not reviewed and will not review your
registration
statement.

 Please refer to Rules 460 and 461 regarding requests for acceleration.
We remind you
that the company and its management are responsible for the accuracy and
adequacy of their
disclosures, notwithstanding any review, comments, action or absence of action
by the staff.

 Please contact Jason Drory at 202-551-8342 with any questions.

 Sincerely,

 Division of
Corporation Finance
 Office of Life
Sciences
cc: Matt O Loughlin
</TEXT>
</DOCUMENT>

CORRESP
1
filename1.htm

CORRESP

 BENITEC BIOPHARMA INC.

3940 TRUST WAY

 HAYWARD, CALIFORNIA
94545

 November 12, 2024

 VIA EDGAR

Doris Stacey Gama

 Securities and Exchange Commission

Division of Corporation Finance

 Office of Life Sciences

100 F Street, N.E.

 Washington, D.C. 20549

Re:
 Benitec Biopharma Inc.

Registration Statement on Form S-3 (File
No. 333-282957)

 Dear Ms. Gama:

Pursuant to Rule 461 of the Securities Act of 1933, as amended, Benitec Biopharma Inc. hereby requests acceleration of the effective date of
the above-referenced Registration Statement on Form S-3 (File No. 333-282957) so that it may become effective at 4:30 p.m. Eastern Time on November 12, 2024, or as soon thereafter as practicable.

Very truly yours,

BENITEC BIOPHARMA INC.

By:

 /s/ Dr. Jerel Banks

Name:

Dr. Jerel Banks

Title:

Chief Executive Officer

cc:
 Matt O’Loughlin, Proskauer Rose LLP

Louis Rambo, Proskauer Rose LLP

November 8, 2024
Jerel Banks
Chief Executive Officer
Benitec Biopharma Inc.
2029 Century Park East, Suite 2400
Los Angeles, CA 90067-3010
Re:Benitec Biopharma Inc.
Registration Statement on Form S-3
Filed November 1, 2024
File No. 333-282957
Dear Jerel Banks:
            This is to advise you that we have not reviewed and will not review your registration
statement.
            Please refer to Rules 460 and 461 regarding requests for acceleration. We remind you
that the company and its management are responsible for the accuracy and adequacy of their
disclosures, notwithstanding any review, comments, action or absence of action by the staff.
            Please contact Doris Stacey Gama at 202-551-3188 with any questions.
Sincerely,
Division of Corporation Finance
Office of Life Sciences
cc:Louis Rambo, Esq.

CORRESP
1
filename1.htm

CORRESP

 BENITEC BIOPHARMA INC.

3940 TRUST WAY

 HAYWARD, CALIFORNIA
94545

 May 23, 2024

 VIA EDGAR

Tyler Howes

 Securities and Exchange Commission

Division of Corporation Finance

 Office of Life Sciences

100 F Street, N.E.

 Washington, D.C. 20549

Re:
 Benitec Biopharma Inc.

 
 Registration Statement on Form S-1 (File No. 333-279439)

 Dear Mr. Howes:

Pursuant to Rule 461 of the Securities Act of 1933, as amended, Benitec Biopharma Inc. hereby requests acceleration of the effective date of
the above-referenced Registration Statement on Form S-1 (File No. 333- 279439) so that it may become effective at 4:00 p.m. Eastern Time on May 28, 2024, or as soon thereafter as
practicable.

Very truly yours,

BENITEC BIOPHARMA INC.

By:

 /s/ Dr. Jerel Banks

Name:

Dr. Jerel Banks

Title:

Chief Executive Officer

cc:
 Louis Rambo, Proskauer Rose LLP

United States securities and exchange commission logo
May 22, 2024
Jerel Banks, M.D., Ph.D.
Chief Executive Officer
Benitec Biopharma Inc.
3940 Trust Way
Hayward, CA 94545
Re:Benitec Biopharma Inc.
Registration Statement on Form S-1
Filed May 16, 2024
File No. 333-279439
Dear Jerel Banks:
            This is to advise you that we have not reviewed and will not review your registration
statement.
            Please refer to Rules 460 and 461 regarding requests for acceleration. We remind you
that the company and its management are responsible for the accuracy and adequacy of their
disclosures, notwithstanding any review, comments, action or absence of action by the staff.
            Please contact Tyler Howes at 202-551-3370 with any questions.
Sincerely,
Division of Corporation Finance
Office of Life Sciences
cc:       Louis Rambo, Esq.

CORRESP
1
filename1.htm

CORRESP

 BENITEC BIOPHARMA INC.

3940 TRUST WAY

 HAYWARD, CALIFORNIA
94545

 March 1, 2024

 VIA EDGAR

Doris Stacey Gama

 Securities and Exchange Commission

Division of Corporation Finance

 Office of Life Sciences

100 F Street, N.E.

 Washington, D.C. 20549

Re:
 Benitec Biopharma Inc.

Registration Statement on Form S-3 (File
No. 333-277310)

 Dear Ms. Gama:

Pursuant to Rule 461 of the Securities Act of 1933, as amended, Benitec Biopharma Inc. hereby requests acceleration of the effective date of
the above-referenced Registration Statement on Form S-3 (File No. 333-277310) so that it may become effective at 4:00 p.m. Eastern Time on March 5, 2024, or as soon thereafter as practicable.

Very truly yours,

BENITEC BIOPHARMA INC.

By:

/s/ Dr. Jerel Banks

Name:

Dr. Jerel Banks

Title:

Chief Executive Officer

cc:
 Louis Rambo, Proskauer Rose LLP

United States securities and exchange commission logo
February 28, 2024
Jerel Banks, M.D., Ph.D.
Chief Executive Officer
Benitec Biopharma Inc.
3940 Trust Way
Hayward, CA 94545
Re:Benitec Biopharma Inc.
Registration Statement on Form S-3
Filed February 23, 2024
File No. 333-277310
Dear Jerel Banks:
            This is to advise you that we have not reviewed and will not review your registration
statement.
            Please refer to Rules 460 and 461 regarding requests for acceleration. We remind you
that the company and its management are responsible for the accuracy and adequacy of their
disclosures, notwithstanding any review, comments, action or absence of action by the staff.
            Please contact Doris Stacey Gama at 202-551-3188 with any questions.
Sincerely,
Division of Corporation Finance
Office of Life Sciences
cc:       Louis Rambo, Esq.

CORRESP
1
filename1.htm

CORRESP

 BENITEC BIOPHARMA INC.

3940 Trust Way

 Hayward, California
94545

 August 3, 2023

 VIA EDGAR

United States Securities and Exchange Commission

 Division of
Corporation Finance

 Office of Life Sciences

 100 F Street,
N.E.

 Washington, D.C. 20549-1004

 Attention: Jason Drory

Re:
 Benitec Biopharma Inc.

Registration Statement on Form S-1, as amended

File No. 333-273177

Dear Mr. Drory:

 Pursuant to Rule 461 of
the Securities Act of 1933, as amended, Benitec Biopharma Inc. hereby requests acceleration of the effective date of the above-referenced Registration Statement on Form S-1 (File No. 333-273177), as
amended, so that it may become effective at 4:30 p.m., Eastern Time on Monday, August 7, 2023, or as soon thereafter as practicable.

Very truly yours,

BENITEC BIOPHARMA INC.

By:

/s/ Dr. Jerel Banks

 Name: Dr. Jerel Banks

 Title: Chief Executive Officer

CORRESP
1
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CORRESP

 August 3, 2023

VIA EDGAR

 U.S. Securities and Exchange
Commission

 Division of Corporation Finance

 100 F Street,
N.E.

 Washington, D.C. 20549-1004

Re:
 Benitec Biopharma Inc.

 Registration Statement on Form S-1, as amended

 File No. 333-273177

Ladies and Gentleman:

 As the underwriter of
the proposed offering of Benitec Biopharma Inc. (the “Company”), we hereby join the Company’s request for acceleration of the above-referenced Registration Statement, requesting effectiveness for 4:30 p.m., Eastern Time, on Monday,
August 7, 2023, or as soon thereafter as is practicable.

 Pursuant to Rule 460 of the General Rules and Regulations of the U.S.
Securities and Exchange Commission under the Securities Act of 1933, as amended, we, acting on behalf of the several underwriters, wish to advise you that, through August 3, 2023, we distributed to each underwriter or dealer, who is reasonably
anticipated to be invited to participate in the distribution of the security, as many copies, as well as “E-red” copies of the Preliminary Prospectus dated August 3, 2023, as appears to be
reasonable to secure adequate distribution of the preliminary prospectus.

 The undersigned advise that they have complied and will
continue to comply with Rule 15c2-8 under the Securities Exchange Act of 1934, as amended.

Very truly yours,

 Citizens JMP Securities, LLC

By:

/s/ Andrew Mertz

 Name: Andrew Mertz

 Title: Managing Director,
Head of Equity Capital Markets

United States securities and exchange commission logo
July 11, 2023
Jerel Banks
Chief Executive Officer
Benitec Biopharma Inc.
3940 Trust Way
Hayward, CA 94545
Re:Benitec Biopharma Inc.
Registration Statement on Form S-1
Filed July 7, 2023
File No. 333-273177
Dear Jerel Banks:
            This is to advise you that we have not reviewed and will not review your registration
statement.
            Please refer to Rules 460 and 461 regarding requests for acceleration.  We remind you
that the company and its management are responsible for the accuracy and adequacy of their
disclosures, notwithstanding any review, comments, action or absence of action by the staff.
            Please contact Jason Drory at 202-551-8342 with any questions.
Sincerely,
Division of Corporation Finance
Office of Life Sciences
cc:       Louis Rambo

CORRESP
1
filename1.htm

CORRESP

 BENITEC BIOPHARMA INC.

3940 Trust Way

 Hayward, California
94545

 December 15, 2022

 VIA EDGAR

Tyler Howes

 United States Securities and Exchange Commission

 Division of Corporation Finance

 Office of Life Sciences

 100 F Street, N.E.

 Washington, D.C. 20549-1004

Re:
 Benitec Biopharma Inc.

Registration Statement on Form S-1 (File
No. 333-268763)

 Dear Mr. Howes,

Pursuant to Rule 461 of the Securities Act of 1933, as amended, Benitec Biopharma Inc. hereby requests acceleration of the effective date of
the above-referenced Registration Statement on Form S-1 (File No. 333-268763), as amended, so that it may become effective at 4:15 p.m., Eastern Time on December 19, 2022, or as soon thereafter as
practicable.

 [Signature page follows]

Very truly yours,

BENITEC BIOPHARMA INC.

By:

 /s/ Dr. Jerel Banks

Name: Dr. Jerel Banks

Title: Chief Executive Officer

 [Signature Page to Acceleration Request]

United States securities and exchange commission logo
December 14, 2022
Jerel Banks, M.D.
Chief Executive Officer
Benitec Biopharma Inc.
3940 Trust Way
Hayward, California 94545
Re:Benitec Biopharma Inc.
Registration Statement on Form S-1
Filed December 13, 2022
File No. 333-268763
Dear Jerel Banks:
            This is to advise you that we have not reviewed and will not review your registration
statement.
            Please refer to Rules 460 and 461 regarding requests for acceleration.  We remind you
that the company and its management are responsible for the accuracy and adequacy of their
disclosures, notwithstanding any review, comments, action or absence of action by the staff.
            Please contact Tyler Howes at 202-551-3370 with any questions.
Sincerely,
Division of Corporation Finance
Office of Life Sciences
cc:       Louis Rambo, Esq.

CORRESP
1
filename1.htm

CORRESP

 BENITEC BIOPHARMA INC.

3940 Trust Way

 Hayward, California
94545

 September 8, 2022

 VIA EDGAR

Alan Campbell

 United States Securities and Exchange Commission

 Division of Corporation Finance

 Office of Life Sciences

 100 F Street, N.E.

 Washington, D.C. 20549-1004

Re:
 Benitec Biopharma Inc.

 Registration Statement on Form S-1 (File No. 333-266417)

 Dear Mr. Campbell:

Pursuant to Rule 461 of the Securities Act of 1933, as amended, Benitec Biopharma Inc. hereby requests acceleration of the effective date of
the above-referenced Registration Statement on Form S-1 (File No. 333-266417), as amended, so that it may become effective at 4:15 p.m., Eastern Time on September 12, 2022, or as soon thereafter as
practicable.

 [Signature page follows]

Very truly yours,

BENITEC BIOPHARMA INC.

By:

 /s/ Dr. Jerel Banks

Name:

Dr. Jerel Banks

Title:

Chief Executive Officer

 [Signature Page to Acceleration Request]

CORRESP
1
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CORRESP

 September 8, 2022

VIA EDGAR

 Alan Campbell

U.S. Securities and Exchange Commission

 Division of Corporation
Finance

 Officer of Life Sciences

 100 F Street, N.E.

Washington, D.C. 20549-1004

Re:
 Benitec Biopharma Inc.

 Registration Statement on Form S-1, as amended

 File No. 333-266417

Mr. Campbell:

 As the underwriter of the
proposed offering of Benitec Biopharma Inc. (the “Company”), we hereby join the Company’s request for acceleration of the above-referenced Registration Statement, requesting effectiveness for 4:15 p.m., Eastern Time, on Monday,
September 12, 2022, or as soon thereafter as is practicable.

 Pursuant to Rule 460 of the General Rules and Regulations of the U.S.
Securities and Exchange Commission under the Securities Act of 1933, as amended, we, acting on behalf of the several underwriters, wish to advise you that, through September 8, 2022, we distributed to each underwriter or dealer, who is
reasonably anticipated to be invited to participate in the distribution of the security, as many copies, as well as “E-red” copies of the Preliminary Prospectus dated September 8, 2022, as
appears to be reasonable to secure adequate distribution of the preliminary prospectus.

 The undersigned advise that they have complied
and will continue to comply with Rule 15c2-8 under the Securities Exchange Act of 1934, as amended.

 Very truly yours,

JMP Securities LLC

By:

/s/ Andrew Mertz

Name: Andrew Mertz

Title: Managing Director, Head of Equity Capital Markets

CORRESP
1
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CORRESP

 BENITEC BIOPHARMA INC.

3940 Trust Way

 Hayward, California
94545

 August 11, 2022

 VIA EDGAR

Alan Campbell

 United States Securities and Exchange Commission

 Division of Corporation Finance

 Office of Life Sciences

 100 F Street, N.E.

 Washington, D.C. 20549-1004

Re:
 Benitec Biopharma Inc.

Registration Statement on Form S-1 (File
No. 333-266417)

 Filed July 29, 2022, as amended August 8, 2022

 Dear Mr. Campbell:

 Reference is
made to our letter, filed as correspondence via EDGAR on August 8, 2022, in which we requested the acceleration of the effective date of the above-referenced Registration Statement for Wednesday, August 10, 2022 at 4:00 p.m. Eastern Time,
or as soon thereafter as practicable, in accordance with Rule 461 under the Securities Act of 1933, as amended. We are no longer requesting that such Registration Statement be declared effective at this time and we hereby formally withdraw our
request for acceleration of the effective date.

 Should you have any questions, please contact Matt O’Loughlin of Proskauer Rose LLP
at 310.284.5654.

 [Signature page follows]

Very truly yours,

BENITEC BIOPHARMA INC.

By:

 /s/ Dr. Jerel Banks

Name: Dr. Jerel Banks

Title: Chief Executive Officer

cc:
 Matt O’Loughlin, Proskauer Rose LLP

Louis Rambo, Proskauer Rose LLP

[Signature Page to Acceleration Request]

CORRESP
1
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CORRESP

 August 8, 2022

VIA EDGAR

 Alan Campbell

U.S. Securities and Exchange Commission

 Division of Corporation
Finance

 Officer of Life Sciences

 100 F Street, N.E.

Washington, D.C. 20549-1004

        Re:

 Benitec Biopharma Inc.

 Registration Statement
on Form S-1, as amended

 File No. 333-266417

 Mr. Campbell:

As the underwriter of the proposed offering of Benitec Biopharma Inc. (the “Company”), we hereby join the Company’s request for
acceleration of the above-referenced Registration Statement, requesting effectiveness for 4:00 p.m., Eastern Time, on Wednesday, August 10, 2022, or as soon thereafter as is practicable.

Pursuant to Rule 460 of the General Rules and Regulations of the U.S. Securities and Exchange Commission under the Securities Act of 1933, as
amended, we, acting on behalf of the several underwriters, wish to advise you that, through August 8, 2022, we distributed to each underwriter or dealer, who is reasonably anticipated to be invited to participate in the distribution of the
security, as many copies, as well as “E-red” copies of the Preliminary Prospectus dated August 8, 2022, as appears to be reasonable to secure adequate distribution of the preliminary prospectus.

 The undersigned advise that they have complied and will continue to comply with Rule 15c2-8 under
the Securities Exchange Act of 1934, as amended.

 Very truly yours,

JMP Securities LLC

 By:

 /s/ Andrew Mertz

 Name:  Andrew Mertz

Title:    Managing Director, Head of Equity Capital Markets

CORRESP
1
filename1.htm

SEC Acceleration Request

 BENITEC BIOPHARMA INC.

3940 Trust Way

 Hayward, California
94545

 August 8, 2022

 VIA EDGAR

Alan Campbell

 United States Securities and Exchange Commission

 Division of Corporation Finance

 Office of Life Sciences

 100 F Street, N.E.

 Washington, D.C. 20549-1004

Re:
 Benitec Biopharma Inc.

Registration Statement on Form S-1 (File
No. 333-266417)

 Dear Mr. Campbell:

Pursuant to Rule 461 of the Securities Act of 1933, as amended, Benitec Biopharma Inc. hereby requests acceleration of the effective date of
the above-referenced Registration Statement on Form S-1 (File No. 333-266417), as amended, so that it may become effective at 4:00 p.m. Eastern Time on August 10, 2022, or as soon thereafter as
practicable.

Very truly yours,

BENITEC BIOPHARMA INC.

By:

 /s/ Dr. Jerel Banks

Name: Dr. Jerel Banks

Title:   Chief Executive Officer

United States securities and exchange commission logo
August 4, 2022
Jerel Banks, M.D., Ph.D.
Chief Executive Officer
Benitec Biopharma Inc.
3940 Trust Way
Hayward, California 94545
Re:Benitec Biopharma Inc.
Registration Statement on Form S-1
Filed July 29, 2022
File No. 333-266417
Dear Dr. Banks:
            This is to advise you that we have not reviewed and will not review your registration
statement.
            Please refer to Rules 460 and 461 regarding requests for acceleration.  We remind you
that the company and its management are responsible for the accuracy and adequacy of their
disclosures, notwithstanding any review, comments, action or absence of action by the staff.
            Please contact Alan Campbell at 202-551-4224 with any questions.
Sincerely,
Division of Corporation Finance
Office of Life Sciences
cc:       Louis Rambo, Esq.

CORRESP
1
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CORRESP

 BENITEC BIOPHARMA INC.

3940 Trust Way

 Hayward, California
94545

 February 25, 2021

 VIA EDGAR

Ada D. Sarmento

 United States Securities and Exchange
Commission

 Division of Corporation Finance

 100 F Street,
N.E.

 Washington, D.C. 20549-1004

Re:
 Benitec Biopharma Inc.

Registration Statement on Form S-3 (File
No. 333-253259)

 Dear Ms. Sarmento:

Pursuant to Rule 461 of the Securities Act of 1933, Benitec Biopharma Inc. hereby requests acceleration of the effective date of the
above-referenced Registration Statement on Form S-3 (File No. 333-253259), so that it may become effective at 4:00 p.m. Eastern Time on February 26, 2021, or as soon thereafter as practicable.

[Signature page follows]

Very truly yours,

BENITEC BIOPHARMA INC.

By:

/s/ Dr. Jerel Banks

Name: Dr. Jerel Banks

Title: Chief Executive Officer

 [Signature Page to Acceleration Request]

United States securities and exchange commission logo
February 24, 2021
Jerel Banks
Chief Executive Officer
Benitec Biopharma Inc.
3940 Trust Way
Hayward, CA 94545
Re:Benitec Biopharma Inc.
Registration Statement on Form S-3
Filed February 18, 2021
File No. 333-253259
Dear Dr. Banks:
            This is to advise you that we have not reviewed and will not review your registration
statement.
            Please refer to Rules 460 and 461 regarding requests for acceleration.  We remind you
that the company and its management are responsible for the accuracy and adequacy of their
disclosures, notwithstanding any review, comments, action or absence of action by the staff.
            Please contact Ada D. Sarmento at 202-551-3798 with any questions.
Sincerely,
Division of Corporation Finance
Office of Life Sciences
cc:       Ben D. Orlanski, Esq.

CORRESP
1
filename1.htm

CORRESP

 October 1, 2020

VIA EDGAR

 U.S. Securities and Exchange
Commission

 Division of Corporation Finance

 100 F. Street,
N.E.

 Washington, DC 20549

Re:
 Benitec Biopharma Inc.

 Registration Statement on Form S-1 (File No. 333-246314)

 Concurrence in Acceleration Request

Ladies and Gentlemen:

 H.C.
Wainwright & Co., LLC (“Wainwright”), as underwriter for the referenced offering, hereby concurs in the request by Benitec Biopharma Inc. that the effective date of the above-referenced registration statement be accelerated
to 9:00 A.M. (Eastern Time), or as soon as practicable thereafter, on October 2, 2020, pursuant to Rule 461 under the Securities Act. Wainwright affirms that it is aware of its obligations under the Securities Act in connection with this
offering.

 H.C. WAINWRIGHT & CO., LLC

By:  /s/ Edward D.
Silvera

Name:     Edward D. Silvera

Title:       Chief Operating Officer

 430
Park Avenue | New York, New York 10022 | 212.356.0500

 Security services provided by H.C. Wainwright & Co., LLC | Member:
FINRA/SIPC

CORRESP
1
filename1.htm

CORRESP

 BENITEC BIOPHARMA INC.

3940 Trust Way

 Hayward, California
94545

 October 1, 2020

 VIA EDGAR

Tim Buchmiller

 United States Securities and Exchange Commission

 Division of Corporation Finance

 100 F Street, N.E.

Washington, D.C. 20549-1004

Re:
 Benitec Biopharma Inc.

Registration Statement on Form S-1 (File
No. 333-246314)

 Dear Mr. Buchmiller:

Pursuant to Rule 461 of the Securities Act of 1933, as amended, Benitec Biopharma Inc. hereby requests acceleration of the effective date of
the above-referenced Registration Statement on Form S-1 (File No. 333-246314), as amended, so that it may become effective at 9:00 a.m. Eastern Time on October 2, 2020, or as soon thereafter as
practicable.

 [Signature page follows]

Very truly yours,

BENITEC BIOPHARMA INC.

By:

 /s/ Dr. Jerel Banks

Name:

Dr. Jerel Banks

Title:

Chief Executive Officer

 [Signature Page to Acceleration Request]

United States securities and exchange commission logo
August 21, 2020
Jerel Banks
Chief Executive Officer
Benitec Biopharma Inc.
3940 Trust Way
Hayward, California 94545
Re:Benitec Biopharma Inc.
Registration Statement on Form S-1
Filed August 14, 2020
File No. 333-246314
Dear Dr. Banks:
            This is to advise you that we have not reviewed and will not review your registration
statement.
            Please refer to Rules 460 and 461 regarding requests for acceleration.  We remind you
that the company and its management are responsible for the accuracy and adequacy of their
disclosures, notwithstanding any review, comments, action or absence of action by the staff.
            Please contact Tim Buchmiller at (202) 551-3635 with any questions.
Sincerely,
Division of Corporation Finance
Office of Life Sciences
cc:       Louis Rambo, Esq.