Replimune Group Enters Definitive Agreement, Discloses Equity Sales

TL;DR

Replimune signed a deal & sold stock, filing shows.

AI Summary

Replimune Group, Inc. announced on June 12, 2024, that it entered into a material definitive agreement. The company also disclosed unregistered sales of equity securities and provided a Regulation FD disclosure. The filing includes financial statements and exhibits.

Why It Matters

This filing indicates significant corporate activity, including a new agreement and equity transactions, which could impact the company's financial structure and future operations.

Risk Assessment

Risk Level: medium — The filing involves material definitive agreements and unregistered equity sales, which can carry inherent risks related to deal terms and share dilution.

Key Players & Entities

• Replimune Group, Inc. (company) — Registrant
• June 12, 2024 (date) — Date of earliest event reported

FAQ

Key Financial Figures

• $0.001 — ch registered Common Stock, par value $0.001 per share REPL The Nasdaq Stock Mar
• $8.82 — "Common Stock"), at a purchase price of $8.82 per share, and (ii) pre-funded warrants
• $8.819 — Warrant Shares") at a purchase price of $8.819 per Pre-Funded Warrant, which represent
• $100 m — e Private Placement to be approximately $100 million, before deducting placement agent

Filing Documents

• tm2417173d1_8k.htm (8-K) — 37KB
• tm2417173d1_ex4-1.htm (EX-4.1) — 69KB
• tm2417173d1_ex10-1.htm (EX-10.1) — 221KB
• tm2417173d1_ex10-2.htm (EX-10.2) — 113KB
• tm2417173d1_ex99-1.htm (EX-99.1) — 12KB
• 0001104659-24-071078.txt ( ) — 726KB
• repl-20240612.xsd (EX-101.SCH) — 3KB
• repl-20240612_lab.xml (EX-101.LAB) — 33KB
• repl-20240612_pre.xml (EX-101.PRE) — 22KB
• tm2417173d1_8k_htm.xml (XML) — 4KB

01 Entry into a Material Definitive Agreement

Item 1.01 Entry into a Material Definitive Agreement. Securities Purchase Agreement On June 12, 2024, Replimune Group, Inc. (the "Company") entered into a securities purchase agreement (the "Securities Purchase Agreement") for a private placement (the "Private Placement") with certain institutional and accredited investors (each, an "Investor" and collectively, the "Investors"). Pursuant to the Securities Purchase Agreement, the Company agreed to issue and sell to the Investors an aggregate of (i) 5,668,937 shares (the "Shares") of the Company's common stock, par value $0.001 per share (the "Common Stock"), at a purchase price of $8.82 per share, and (ii) pre-funded warrants (the "Pre-Funded Warrants") to purchase up to an aggregate of 5,669,578 shares of Common Stock (the "Pre-Funded Warrant Shares") at a purchase price of $8.819 per Pre-Funded Warrant, which represents the per share purchase price of the Shares less the $0.001 per share exercise price for each Pre-Funded Warrant. The Pre-Funded Warrants will be exercisable at any time after the date of issuance and will not expire. Leerink Partners LLC acted as the sole placement agent for the Private Placement. The Company has agreed to pay customary placement fees and reimburse certain expenses of the placement agent. The Private Placement is expected to close on June 14, 2024, subject to customary closing conditions. The Company anticipates the gross proceeds from the Private Placement to be approximately $100 million, before deducting placement agent fees and offering expenses. The Company intends to use the net proceeds from this proposed financing, together with the Company's existing cash, cash equivalents, and marketable securities, to fully scale up for the commercialization of RP1 in skin cancers, and for working capital and general corporate purposes. The foregoing descriptions of the Securities Purchase Agreement and the Pre-Funded Warrants do not purport to be complete and are qualified in th

02 Unregistered Sales of Equity Securities

Item 3.02 Unregistered Sales of Equity Securities. To the extent required by Form 8-K, the disclosures in Item 1.01 above are incorporated herein by reference. The securities to be issued and sold to the Investors under the Securities Purchase Agreement are not registered under the Securities Act of 1933, as amended (the "Securities Act"), and are being sold in reliance on the exemption from registration provided by Section 4(a)(2) of the Securities Act. The Company relied on this exemption from registration based in part on representations made by the Investors. The securities may not be offered or sold in the United States absent registration or an applicable exemption from registration requirements. Neither this Current Report on Form 8-K nor any exhibit attached hereto is an offer to sell or the solicitation of an offer to buy shares of common stock or other securities of the Company.

01 Regulation FD Disclosure

Item 7.01 Regulation FD Disclosure. On June 13, 2024, the Company issued a press release announcing the Private Placement. A copy of this press release is attached as Exhibit 99.1 to this Current Report on Form 8-K. The information contained in this Item 7.01, including Exhibit 99.1, shall not be deemed "filed" for purposes of Section 18 of the Securities Exchange Act of 1934, as amended, or otherwise subject to the liabilities of that section, nor shall it be deemed incorporated by reference into any of the Company's filing with the SEC made by the Company, regardless of any general incorporation language in such filings, except to the extent expressly set forth by reference in such filing. Cautions About Forward-Looking Statements This Current Report on Form 8-K contains forward looking statements within the meaning of Section 27A of the Securities Act and Section 21E of the Securities Exchange Act of 1934, as amended, and that involve risks and uncertainties, including statements regarding the expected gross proceeds from the Private Placement, the expected use of proceeds from the Private Placement, the expected timing of the closing of the Private Placement, the prospect that the Pre-Funded Warrants will be exercised, the Company's plans regarding the commercialization of RP1, and other statements identified by words such as "could," "expects," "intends," "may," "plans," "potential," "should," "will," "would," or similar expressions and the negatives of those terms. Forward-looking statements are not promises or guarantees of future performance, and are subject to a variety of risks and uncertainties, many of which are beyond our control, and which could cause actual results to differ materially from those contemplated in such forward-looking statements, including, but not limited to, the risks as may be detailed from time to time in our Annual Reports on Form 10-K and Quarterly Reports on Form 10-Q and other reports the Company files with the SEC. The C

01 Financial Statements and Exhibits

Item 9.01 Financial Statements and Exhibits. (d) Exhibits Exhibit No. Description 4.1 Form of Pre-Funded Warrant 10.1 Securities Purchase Agreement, dated June 12, 2024, by and among Replimune Group, Inc. and each of the investors as party thereto 10.2 Form of Registration Rights Agreement 99.1 Press Release dated June 13, 2024 104 Cover Page Interactive Data File (embedded within the Inline XBRL document)

SIGNATURES

SIGNATURES Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized. REPLIMUNE GROUP, INC. Date: June 13, 2024 By: /s/ Sushil Patel Sushil Patel Chief Executive Officer