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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
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. ¨
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 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) |
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 10, 2026 |
By: |
/s/ Sushil Patel |
| |
|
Sushil Patel |
| |
|
Chief Executive Officer |
Exhibit 99.1
Replimune Announces Pricing of $150.0 Million
Underwritten Offering
August 10, 2026
BOSTON, August 10, 2026 (GLOBE NEWSWIRE)
-- Replimune Group, Inc. (Nasdaq: REPL) (“Replimune”), a commercial-stage biotechnology company pioneering the development
of novel oncolytic immunotherapies, today announced the pricing of an underwritten offering of 9,701,490 shares of its common stock at
an offering price of $12.06 per share and, in lieu of common stock to certain investors, pre-funded warrants to purchase 2,736,340 shares
of its common stock at a purchase price of $12.0599 per pre-funded warrant, which equals the offering price per share of the common stock
less the $0.0001 per share exercise price of each pre-funded warrant. The aggregate gross proceeds from the offering are expected to be
approximately $150 million, before deducting underwriting discounts and commissions and other offering expenses. All of the securities
in the offering are to be sold by Replimune. The offering is expected to close on August 11, 2026, subject to the satisfaction of
customary closing conditions.
Leerink Partners, J.P. Morgan, and Cantor are
acting as the bookrunning managers for the offering.
The securities are being offered by Replimune
pursuant to its shelf registration statement on Form S-3, including a base prospectus, that was previously filed by Replimune with the
Securities and Exchange Commission (the “SEC”) on May 23, 2025, as amended by Amendment No. 1 to the Registration Statement
on Form S-3 filed with the SEC on November 6, 2025. A prospectus supplement relating to the offering, and the accompanying prospectus,
will be filed with the SEC. Copies of the final prospectus supplement and the accompanying prospectus relating to the offering may be
obtained, when available, by visiting EDGAR on the SEC website at www.sec.gov. Alternatively, copies of the prospectus supplement and
the accompanying prospectus, when available, may be obtained from Leerink Partners LLC, Attention: Syndicate Department, 53 State Street,
40th Floor, Boston, Massachusetts 02109, by telephone at (800) 808-7525, ext. 6105, or by email at syndicate@leerink.com; J.P.
Morgan Securities LLC, Attention: c/o Broadridge Financial Solutions, 1155 Long Island Avenue, Edgewood, NY 11717, or email: prospectus-eq_fi@jpmchase.com
and postsalemanualrequests@broadridge.com; and Cantor Fitzgerald & Co., Attention: Equity Capital Markets, 110 East 59th Street,
6th Floor, New York, New York 10022, or by email at prospectus@cantor.com.
This press release shall not constitute an offer to sell or the solicitation of an offer to buy, nor
shall there be any sale of 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.
About Replimune
Replimune Group, Inc., headquartered in Woburn,
MA, was founded in 2015 with the mission to transform cancer treatment by pioneering the development of novel oncolytic immunotherapies,
including the Company’s first commercially available product TUDRIQEVTM (vusolimogene oderparepvec-wtpg), approved under accelerated
approval by the U.S. Food and Drug Administration in combination with nivolumab for the treatment of adults with advanced melanoma who
experienced disease progression on a PD-1 antibody-based regimen. Replimune’s proprietary RPx platform is based on a potent HSV-1
backbone intended to maximize immunogenic cell death and induce a systemic anti-tumor immune response. Upon intratumor injection, RPx
causes direct selective virus-mediated killing of the tumor resulting in the release of tumor derived antigens, alteration of the tumor
microenvironment, and when dosed in combination with an immune checkpoint inhibitor immunotherapy, it may ignite a systemic anti-tumor
response. The RPx product candidates are expected to be synergistic with most established and experimental cancer treatment modalities,
leading to the versatility to be developed alone or combined with a variety of other treatment options.
Forward-Looking Statements
This press release 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, including statements regarding the timing of closing of our offering, the gross proceeds we expect to receive from
our 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. These factors include risks related to our limited experience in commercializing products
for sale, our ability to successfully verify the clinical benefit of TUDRIQEV in our ongoing confirmatory Phase 3 trial, IGNYTE-3,
our ability to meet our product manufacturing goal, the timing and scope of future regulatory approvals, the availability of combination
therapies needed to conduct our clinical trials, changes in laws and regulations to which we are subject, competitive pressures, our ability
to identify additional product candidates, the impact of political and global macro factors and military conflicts, and other 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 Securities and Exchange Commission. 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.
Investor Inquiries
Chris Brinzey
ICR Westwicke
339.970.2843
chris.brinzey@westwicke.com
Media Inquiries
Arleen Goldenberg
Replimune
917.548.1582
media@replimune.com
