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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K/A
(Amendment No. 1)
CURRENT REPORT
Pursuant to Section 13 or 15(d)
of the Securities Exchange Act of 1934
Date of Report (Date of earliest event
reported): August 9, 2026
REPLIMUNE GROUP, INC.
(Exact name of registrant as specified in its charter)
| Delaware |
|
001-38596 |
|
82-2082553 |
(State or other
jurisdiction of
incorporation) |
|
(Commission File
Number) |
|
(IRS Employer
Identification
Number) |
500
Unicorn Park Drive
Suite 303
Woburn, MA 01801
(Address of principal executive offices, including Zip Code)
Registrant’s telephone number, including
area code: (781) 222-9600
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:
| |
¨ | Written communications pursuant to Rule 425 under the Securities Act (17 CFR
230.425) |
| |
¨ | Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR
240.14a-12) |
| |
¨ | Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR
240.14d-2(b)) |
| |
¨ | Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR
240.13e-4(c)) |
Securities registered pursuant to Section 12(b) of the Act:
| Title of each class |
|
Trading
Symbol(s) |
|
Name of each exchange on which registered |
| Common Stock, par value $0.001 per share |
|
REPL |
|
The Nasdaq Stock Market LLC
(Nasdaq Global Select Market) |
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. ¨
Explanatory Note
This Current Report on
Form 8-K/A (the “Amendment”) amends the Current Report on Form 8-K (the “Original Report”) of Replimune
Group, Inc. (the “Company”) filed on August 10, 2026. The sole purpose of this Amendment is to correct the previously
disclosed initial beneficial ownership limitation and maximum beneficial ownership threshold in the Pre-Funded Warrants (as defined
below) and to file an amended Form of Pre-Funded Warrant to reflect such change as Exhibit 4.1 hereto. No other revisions have been
made to the Original Report, and other than mentioned in the foregoing sentence, this Amendment does not amend, update, or change
any other items or disclosures contained in the Original Report.
Item 8.01 Other Events.
On August 9, 2026, the Company
entered into an underwriting agreement (the “Underwriting Agreement”) with Leerink Partners LLC, J.P. Morgan Securities LLC,
and Cantor Fitzgerald & Co. (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 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 percentage not in excess of 19.99%
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 amended by Amendment
No. 1 to the Registration Statement on Form S-3 filed on November 6, 2025 (as so amended, the “Shelf Registration Statement”),
pursuant to the Securities Act of 1933, as amended (the “Securities Act”).
The Underwriting Agreement
and the form of Pre-Funded Warrant are filed as Exhibits 1.1 and 4.1 to this Current Report on Form 8-K, respectively and the foregoing
description of the terms of the Underwriting Agreement and the Pre-Funded Warrants are qualified in their entirety by reference to such
exhibit. A copy of the opinion of Morgan, Lewis & Bockius LLP relating to the legality of the issuance and sale of the Shares and
Pre-Funded Warrants in the Offering is filed with this Current Report on Form 8-K as Exhibit 5.1.
On August 10, 2026, the Company
issued a press release announcing the pricing of the Offering. A copy of this press release is attached as Exhibit 99.1 hereto.
Neither the disclosures on
this Current Report on Form 8-K nor the exhibits hereto shall constitute an offer to sell or the solicitation of an offer to buy the securities
described herein and therein, nor shall there be any sale of such securities in any state or jurisdiction in which such an offer, solicitation
or sale would be unlawful prior to registration or qualification under the securities laws of any such state or jurisdiction.
Item 9.01 Financial Statements and Exhibits.
| Exhibit No. |
Description |
| 1.1* |
Underwriting Agreement dated August 9, 2026 |
| 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 August 10, 2026 announcing the pricing of the Offering |
| 104 |
Cover page interactive data file (formatted as Inline XBRL) |
* Previously filed
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 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
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: August 11, 2026 |
By: |
/s/ Sushil Patel |
| |
|
Sushil Patel |
| |
|
Chief Executive Officer |
