Replimune Group, Inc. 8-KCurrent Reports (8-K / ad hoc)

Financial Statements

Item 8.01 Other Events. On August 9, 2026, Replimune Group, Inc. (the “Company”) entered into an underwriting agreement (the “Underwriting Agreement”) with Leerink Partners LLC, J.P. Morgan Securities LLC, and Cantor Fitzgerald & Co. (“Cantor”) (each, an “Underwriter” and, collectively, the “Underwriters”), relating to the issuance and sale of an aggregate of 9,701,490 shares of the Company’s common stock (the “Shares”) and pre-funded warrants to purchase 2,736,340 shares of the Company’s common stock (the “Pre-Funded Warrants”) to the Underwriters (the “Offering”). The Shares will be sold at the offering price of $12.06 per share and the Pre-Funded Warrants will be sold at an offering price of $12.0599 per Pre-Funded Warrant, which equals the per share 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 9.99% 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 percentage not in excess of 9.99% by providing at least 61 days’ prior notice to the Company. The Company estimates that net proceeds from the Offering will be approximately $140.5 million, after deducting underwriting discounts and commissions and estimated Offering expenses payable by the Company. Delivery of the Shares and the Pre-Funded Warrants is expected to be made on or about August 11, 2026, subject to customary closing conditions. The Offering is being made pursuant to the Registration Statement on Form S-3 (Registration No. 333-287536) filed with the Securities and Exchange Commission (the “Commission”) on May 23, 2025, as am