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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): June 29, 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 2.02 | Results of Operations and Financial Condition. |
On June 29, 2026, Replimune
Group, Inc. (the “Company”) issued a news release announcing its financial results for the fourth fiscal quarter and year
ended March 31, 2026 and certain corporate updates. A copy of the news release is furnished as Exhibit 99.1 to this Current Report
on Form 8-K.
In accordance with General
Instruction B.2 of Form 8-K, the information in Item 2.02 of this Current Report on Form 8-K, including Exhibit 99.1, shall
not be deemed “filed” for the purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange
Act”), or otherwise subject to the liabilities of that section, nor shall it be deemed incorporated by reference in any filing under
the Securities Act of 1933, as amended, or the Exchange Act, except as expressly stated by specific reference in such filing.
| Item 9.01 | Financial Statements and Exhibits. |
| Exhibit No. |
|
Description |
| |
|
|
| 99.1 |
|
News Release dated June 29, 2026 |
| 104 |
|
Cover page interactive data file (formatted as Inline XBRL) |
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 29, 2026 |
By: |
/s/ Sushil Patel |
| |
|
Sushil Patel |
| |
|
Chief Executive Officer |
Exhibit 99.1
Replimune Reports
Fiscal Fourth Quarter and Year End 2026 Financial Results and Provides Corporate Update
Woburn, MA, June 29, 2026 – Replimune Group, Inc.
(Nasdaq: REPL), a clinical stage biotechnology company pioneering the development of novel oncolytic immunotherapies, today announced
financial results for the fiscal fourth quarter and year ended March 31, 2026 and provided a business update.
The Company recently announced that the U.S. Food and Drug Administration
(FDA) has accepted for review the resubmission of the Biologics License Application (BLA) for RP1 (vusolimogene oderparepvec) in combination
with nivolumab for the treatment of advanced melanoma. The FDA considers this a complete, class 1 response with a goal date of August 2,
2026, and has notified the company to expect an advisory committee meeting in late July.
“The FDA’s acceptance of our RP1 BLA resubmission marks
a pivotal milestone in our mission to bring this important therapy to patients facing advanced melanoma, where the need for durable,
effective treatment options remains significant,” said Sushil Patel, Ph.D., CEO of Replimune. “We are working hard to ensure
we can provide access to RP1 as soon as possible pending an approval. We are equally pleased by the momentum across our clinical programs
including continued strong enrollment in our IGNYTE-3 trial of RP1 in advanced melanoma and our REVEAL trial of RP2 in metastatic uveal
melanoma.”
Program Highlights & Milestones
RP1 (vusolimogene oderparepvec)
| • | IGNYTE Trial (RP1 + Nivolumab)
- 3-Year Overall Survival Analysis: In an oral presentation at the ASCO 2026 annual meeting,
RP1 plus nivolumab demonstrated exceptional durability in anti-PD-1-failed melanoma patients,
with 47.8% of all treated patients alive at 3 years and a median overall survival of 32.9
months - including an 83.5% 3-year survival rate among responders - representing
a rare and meaningful long-term benefit in a patient population with historically limited
treatment options (Presentation). |
| • | IGNYTE-3 Confirmatory Study:
The global Phase 3 trial assessing RP1 in combination with nivolumab versus physician's choice
in patients with advanced melanoma who have progressed on anti-PD-1 and anti-CTLA-4 therapies
or are ineligible for anti-CTLA-4 treatment is actively enrolling. The primary endpoint of
this trial is overall survival, and key secondary endpoints are progression free survival
and overall response rate. |
RP2
| • | Phase 1 First-in-Human Trial
(RP2) - Final Data: In an oral presentation at the ASCO 2026 annual meeting, RP2 monotherapy
and in combination with nivolumab demonstrated promising efficacy across multiple advanced
solid tumor types, achieving a 19% objective response rate in both arms with durable responses
(median duration not reached for monotherapy), while translational analyses confirmed the
intended mechanism of transforming immunologically “cold” tumors into immune-inflamed
environments with systemic T-cell activation, supporting advancement to a randomized Phase
2/3 trial in metastatic uveal melanoma (Presentation). |
| • | REVEAL Study: The registration-directed
Phase 2/3 trial of RP2 in metastatic uveal melanoma is actively enrolling. The trial is evaluating
RP2 in combination with nivolumab versus ipilimumab in combination with nivolumab in approximately
280 patients. The primary endpoints of the trial are overall survival and progression free
survival, and key secondary endpoints are overall response rate and disease control rate.
Phase 2/3 transition is expected in Q1 2027. |
Financial Highlights
| • | Cash
Position: As
of March 31, 2026, cash, cash equivalents
and short-term investments were $268.9 million,
as compared to $483.8 million as of fiscal year
ended March 31, 2025. The decrease in cash balance was a result of cash burn
related to operating activities in advancing the company’s clinical development plans. |
Based on the current operating plan, the Company believes
that existing cash, cash equivalents and short-term investments will enable us to fund operations into the first quarter of calendar
2027, which includes scale up for the potential commercialization of RP1 in skin cancers and for working capital and general corporate
purposes and excludes any potential revenue.
| • | R&D
Expenses: Research and development expenses were $52.3
million for the fiscal fourth quarter and $221.2
million for the fiscal year ended March 31,
2026, as compared to $54.0 million for
the fiscal fourth quarter and $189.4 million for the fiscal year ended
March 31, 2025. This year over year increase was primarily due to an increase
in personnel-related costs as we scaled operations in preparation for commercial launch of
RP1, as well as consulting and facility-related costs. Research
and development expenses included $4.1 million in
stock-based compensation expenses for the fiscal fourth quarter and $16.7 million
for the fiscal year ended March 31, 2026. |
| • | S,G&A
Expenses: Selling, general and administrative expenses were $21.0
million for the fiscal fourth quarter and $98.7
million for the fiscal year ended March 31,
2026, as compared to $25.4 million for
the fiscal fourth quarter and $72.2 million for
the fiscal year ended March 31, 2025. Selling,
general and administrative expenses included $4.1 million in
stock-based compensation expenses for the fiscal fourth quarter and $15.5 million
for the fiscal year ended March 31, 2026. |
| • | Net
Loss: Net loss was $73.7 million for
the fiscal fourth quarter and $313.9 million for the fiscal year ended
March 31, 2026, as compared to a net loss
of $74.1 million for the fiscal fourth quarter
and $247.3 million for the fiscal year ended March 31,
2025. |
About RP1
RP1 (vusolimogene oderparepvec) is Replimune’s lead product
candidate and is based on a proprietary strain of herpes simplex virus engineered and genetically armed with a fusogenic protein (GALV-GP
R-) and GM-CSF intended to maximize tumor killing potency, the immunogenicity of tumor cell death, and the activation of a systemic anti-tumor
immune response.
About RP2
RP2 is based on a proprietary strain of herpes simplex virus engineered
and genetically armed with a fusogenic protein (GALV-GP R-) and GM-CSF intended to maximize tumor killing potency, the immunogenicity
of tumor cell death and the activation of a systemic anti-tumor immune response. RP2 additionally expresses an anti-CTLA-4 antibody-like
molecule, as well as GALV-GP R- and GM-CSF. RP2 is intended to provide targeted and potent delivery of these proteins to the sites of
immune response initiation in the tumor and draining lymph nodes, with the goal of focusing systemic-immune-based efficacy on tumors
and limiting off-target toxicity.
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. Replimune’s
proprietary RPx platform is based on a potent HSV-1 backbone intended to maximize immunogenic cell death and the induction of a systemic
anti-tumor immune response. The RPx platform is intended to ignite local activity consisting of direct selective virus-mediated killing
of the tumor resulting in the release of tumor derived antigens and altering of the tumor microenvironment to then activate a strong
and durable systemic 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. For more
information, please visit www.replimune.com.
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 our expectations about our cash runway, the status of the FDA review of our BLA for RP1 or potential
approval of such BLA, the design and advancement of our clinical trials, the timing and sufficiency of our clinical trial outcomes to
support potential approval of any of our product candidates, the regulatory review process and timing of potential product approval,
our goals to develop and commercialize our product candidates, patient enrollments in our existing and planned clinical trials and the
timing thereof, 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 the outcome of FDA’s review process, our
limited operating history, our ability to generate positive clinical trial results for our product candidates, the costs and timing of
operating our in-house manufacturing facility, the timing and scope of 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, political and global macro factors including the impact of a global pandemic and related public
health issues and the ongoing political and military conflicts, including trade 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 Healthcare
339.970.2843
chris.brinzey@icrhealthcare.com
Media Inquiries
Arleen Goldenberg
Replimune
917.548.1582
media@replimune.com
Replimune Group, Inc.
Consolidated Statements of Operations
(Amounts in thousands, except share and per
share amounts)
(Unaudited)
| | |
Year Ended March 31, | |
| | |
2026 | | |
2025 | |
| Operating expenses: | |
| | | |
| | |
| Research and development | |
$ | 221,184 | | |
$ | 189,447 | |
| Selling, general and administrative | |
| 98,735 | | |
| 72,180 | |
| Total operating expenses | |
| 319,919 | | |
| 261,627 | |
| Loss from operations | |
| (319,919 | ) | |
| (261,627 | ) |
| Other income (expense): | |
| | | |
| | |
| Research and development incentives | |
| 1,604 | | |
| 1,773 | |
| Investment income | |
| 13,625 | | |
| 21,120 | |
| Interest expense on finance lease liability | |
| (2,063 | ) | |
| (2,118 | ) |
| Interest expense on debt obligations | |
| (6,796 | ) | |
| (5,775 | ) |
| Other expense | |
| (942 | ) | |
| (202 | ) |
| Total other income, net | |
| 5,428 | | |
| 14,798 | |
| Loss before income taxes | |
$ | (314,491 | ) | |
$ | (246,829 | ) |
| Income tax (benefit) provision | |
| (551 | ) | |
| 468 | |
| Net loss | |
$ | (313,940 | ) | |
$ | (247,297 | ) |
| Net loss per common share, basic and diluted | |
$ | (3.38 | ) | |
$ | (3.07 | ) |
| Weighted average common shares outstanding, basic and diluted | |
| 92,803,711 | | |
| 80,564,147 | |
Replimune Group, Inc.
Condensed Consolidated Balance Sheets
(Amounts in thousands, except share and per
share amounts)
(Unaudited)
| | |
March 31, 2026 | | |
March 31, 2025 | |
| | |
(in thousands) | |
| Consolidated Balance Sheet Data: | |
| | | |
| | |
| Cash, cash equivalents and short-term investments | |
$ | 268,889 | | |
$ | 483,804 | |
| Working capital | |
| 220,891 | | |
| 433,518 | |
| Total assets | |
| 332,388 | | |
| 551,328 | |
| Total stockholders' equity | |
| 166,160 | | |
| 415,843 | |