Replimune Group Files 8-K

Ticker: REPL · Form: 8-K · Filed: 2024-11-27T00:00:00.000Z

Sentiment: neutral

Topics: 8-K, regulatory-filing

TL;DR

Replimune Group filed an 8-K on 11/25/24. Check for updates.

AI Summary

Replimune Group, Inc. filed an 8-K on November 27, 2024, reporting other events and financial statements. The filing date for the report was November 25, 2024. The company is incorporated in Delaware and headquartered in Woburn, MA.

Why It Matters

This 8-K filing indicates that Replimune Group, Inc. has made a regulatory submission, which could contain important updates on their financial status or other material events.

Risk Assessment

Risk Level: low — This filing is a routine 8-K, likely containing standard disclosures or updates without immediate, significant financial implications.

Key Players & Entities

FAQ

What is the primary purpose of this 8-K filing for Replimune Group, Inc.?

This 8-K filing is to report 'Other Events' and 'Financial Statements and Exhibits' as of November 25, 2024.

When was the earliest event reported in this filing?

The earliest event reported was on November 25, 2024.

What is Replimune Group, Inc.'s principal executive office address?

The principal executive offices are located at 500 Unicorn Park Drive, Suite 303, Woburn, MA 01801.

What is Replimune Group, Inc.'s telephone number?

The company's telephone number is (781) 222-9600.

In which state is Replimune Group, Inc. incorporated?

Replimune Group, Inc. is incorporated in Delaware.

Filing Stats: 1,339 words · 5 min read · ~4 pages · Grade level 13 · Accepted 2024-11-27 08:30:46

Key Financial Figures

Filing Documents

01 Other Events

Item 8.01 Other Events. On November 25, 2024, Replimune Group, Inc. (the "Company") entered into an underwriting agreement (the "Underwriting Agreement") with Leerink Partners LLC (the "Underwriter"), relating to the issuance and sale of an aggregate of 6,923,000 shares of the Company's common stock (the "Firm Shares") and pre-funded warrants to purchase 3,846,184 shares of the Company's common stock (the "Pre-Funded Warrants") to the Underwriter (the "Offering"). Pursuant to the Underwriting Agreement, the Company also granted the Underwriter a 30-day option to purchase up to 1,615,377 additional shares of the Company's common stock (the "Option Shares" and together with the Firm Shares, the "Shares"), which option was exercised in full by the Underwriters on November 26, 2024. The Shares will be sold at the public offering price of $13.00 per share and the Pre-Funded Warrants will be sold at a public offering price of $12.9999 per Pre-Funded Warrant, which equals the per share public offering price for the Shares less the $0.0001 exercise price for each such Pre-Funded Warrant. The Underwriting Agreement contains customary representations and warranties, conditions to closing, market standoff provisions, termination provisions and indemnification obligations, including for liabilities under the Securities Act of 1933, as amended. The representations, warranties and covenants contained in the Underwriting Agreement were made only for purposes of such agreement and as of specific dates, and were solely for the benefit of the parties to the Underwriting Agreement. The Pre-Funded Warrants are exercisable at any time after the date of issuance. A holder of Pre-Funded Warrants may not exercise the warrant if the holder, together with its affiliates, would beneficially own more than 4.99% of the number of shares of the Company's common stock outstanding immediately after giving effect to such exercise. A holder of Pre-Funded Warrants may increase or decrease this perc

01 Financial Statements and Exhibits

Item 9.01 Financial Statements and Exhibits. Exhibit No. Description 1.1 Underwriting Agreement dated November 25, 2024 4.1 Form of Pre-Funded Warrant 5.1 Opinion of Morgan, Lewis & Bockius LLP 23.1 Consent of Morgan, Lewis & Bockius LLP (included in Exhibit 5.1) 99.1 Press Release dated November 25, 2024 announcing the commencement of the Offering 99.2 Press Release dated November 25, 2024 announcing the pricing of the Offering 104 Cover page interactive data file (formatted as Inline XBRL)

Forward-Looking Statements

Forward-Looking Statements This Current Report on Form 8-K contains forward looking statements within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended, and that involve risks and uncertainties, including statements regarding the expected net proceeds and the closing date of the Offering 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 we file with the SEC, and in the preliminary prospectus supplement, the final prospectus supplement, and the accompanying prospectus related to the Offering. Our actual results could differ materially from the results described in or implied by such forward-looking statements. Forward-looking statements speak only as of the date hereof, and, except as required by law, we undertake no obligation to update or revise these forward-looking statements.

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: November 27, 2024 By: /s/ Sushil Patel Sushil Patel Chief Executive Officer

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