Replimune doubles authorized shares to 300M

Replimune Group, Inc. stockholders approved doubling authorized common shares to 300 million, effective with a Delaware Certificate of Amendment filed on September 15, 2026.

Rhea-AI Filing Summary

Replimune Group, Inc. (REPL) reports that stockholders approved an amendment to its Third Amended and Restated Certificate of Incorporation to increase the number of authorized common shares from 150,000,000 to 300,000,000. The board had previously approved this change, subject to stockholder approval.

The company filed a Certificate of Amendment with the Secretary of State of Delaware on September 15, 2026, and the increase became effective immediately upon filing. Stockholders also voted on two additional proposals at the annual meeting, each receiving the vote totals disclosed in the report.

Filing Explained

The effective amendment expands Replimune’s authorized common-stock capacity from 150 million shares to 300 million shares, rather than completing a share issuance; under the supplied dilution definition, existing holders’ percentage ownership changes only if additional shares are issued.

8-K Event Classification

3 items: 5.03, 5.07, 9.01

3 items

Item 5.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year Governance

The company amended its charter documents, bylaws, or changed its fiscal year.

Item 5.07 Submission of Matters to a Vote of Security Holders Governance

Results of a shareholder vote on proposals at an annual or special meeting.

Item 9.01 Financial Statements and Exhibits Exhibits

Financial statements, pro forma financial information, or exhibit attachments filed with this report.

Key Figures

Authorized common stock before amendment: 150,000,000 shares Authorized common stock after amendment: 300,000,000 shares Votes for share increase amendment: 63,434,745 votes +5 more

8 metrics

Authorized common stock before amendment 150,000,000 shares Authorized common shares prior to the September 15, 2026 amendment

Authorized common stock after amendment 300,000,000 shares Authorized common shares following effectiveness of the Certificate of Amendment on September 15, 2026

Votes for share increase amendment 63,434,745 votes Stockholder votes for the amendment increasing authorized common shares

Votes against share increase amendment 253,953 votes Stockholder votes against the amendment increasing authorized common shares

Abstentions on share increase amendment 71,239 votes Stockholder abstentions on the amendment increasing authorized common shares

Votes for second proposal 48,641,528 votes Votes for the second proposal at the annual meeting, with broker non-votes reported

Broker non-votes on second proposal 14,440,328 votes Broker non-votes reported for the second proposal at the annual meeting

Votes for third proposal 62,153,709 votes Votes for the third proposal at the annual meeting

Key Terms

Certificate of Amendment, Third Amended and Restated Certificate of Incorporation, broker non-votes, Emerging growth company

4 terms

Certificate of Amendment regulatory

"filed the Certificate of Amendment to The Third Amended and Restated Certificate"

A certificate of amendment is an official filing that updates a company’s founding documents—its legal “rulebook” that sets share structure, voting rules, name and basic purpose. Think of it like changing the blueprint of a building: small changes are paperwork, big ones can alter who owns how much and who controls decisions. Investors watch these filings because they can affect share counts, voting power, dilution and company value.

Third Amended and Restated Certificate of Incorporation regulatory

"Certificate of Amendment to The Third Amended and Restated Certificate of Incorporation"

broker non-votes financial

"Votes For | Votes Against | Votes Abstaining | Broker Non-Votes 48,641,528"

Broker non-votes occur when a brokerage firm is unable to vote on a shareholder’s behalf during a company election or decision because the shareholder has not given specific voting instructions, and the broker is not allowed or chooses not to vote on certain matters. They are important because they can affect the outcome of votes, especially when the results are close, by effectively reducing the total number of votes cast.

Emerging growth company regulatory

"Emerging growth company On September 15, 2026, Replimune Group, Inc."

An emerging growth company is a recently public or smaller public firm that qualifies for temporary, lighter regulatory and disclosure rules to reduce the cost and effort of being public. For investors, it means the company may provide less historical financial detail and face fewer reporting requirements than larger firms, so it can grow more quickly but also carries higher uncertainty—like buying a promising early-stage product with fewer user reviews.

FAQ

AI-generated questions and answers. How Rhea-AI works. Not financial advice.

What change to authorized shares did REPL approve at its 2026 annual meeting?

Stockholders approved an amendment increasing Replimune’s authorized common stock from 150,000,000 shares to 300,000,000 shares. The Certificate of Amendment was filed with the Delaware Secretary of State on September 15, 2026, and became effective immediately upon filing.

When did Replimune Group, Inc. (REPL) file the Certificate of Amendment?

Replimune filed the Certificate of Amendment to its Third Amended and Restated Certificate of Incorporation with the Secretary of State of Delaware on September 15, 2026. The amendment to increase authorized common shares became effective immediately upon that filing.

How many votes supported the Replimune (REPL) charter amendment to increase authorized shares?

The amendment to increase authorized common shares received 63,434,745 votes for, 253,953 votes against, and 71,239 abstentions. These were the final voting results reported for that proposal at the annual meeting.

What were the voting results for the second proposal at Replimune’s 2026 annual meeting?

The second proposal received 48,641,528 votes for, 622,710 votes against, 55,371 abstentions, and 14,440,328 broker non-votes. The filing references this as one of three proposals considered at the annual meeting.

What were the voting results for the third proposal at Replimune (REPL)’s 2026 annual meeting?

The third proposal received 62,153,709 votes for, 1,526,174 votes against, and 80,054 abstentions. These figures are listed as the final voting results for that item at the annual meeting.

AI-generated analysis. How Rhea-AI works. Not financial advice.

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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):  September 15, 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 5.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year.

On September 15, 2026, Replimune Group, Inc. (the “Company”) held its annual meeting of stockholders (the “Annual Meeting”) to consider and vote on the three proposals, each of which is described in greater detail in the Company’s definitive proxy statement on Schedule 14A filed with the U.S. Securities and Exchange Commission on July 29, 2026.

At the Annual Meeting, the Company’s stockholders approved an amendment to the Third Amended and Restated Certificate of Incorporation of the Company to increase the number of authorized shares of common stock, par value $0.001 per share, from 150,000,000 shares to 300,000,000 shares (the “Amendment”). The Company’s Board of Directors previously approved the Amendment, subject to shareholder approval at the Annual Meeting and the filing by the Company of a certificate of amendment (the “Certificate of Amendment”) with the Secretary of State of the State of Delaware.

On September 15, 2026, the Company filed the Certificate of Amendment to The Third Amended and Restated Certificate of Incorporation of the Company with the Secretary of State of the State of Delaware to effect the Amendment, which became effective immediately upon such filing.

The foregoing description of the Certificate of Amendment does not purport to be complete and is qualified in its entirety by reference to the full text of the Certificate of Amendment, which is filed with this Current Report on Form 8-K as Exhibit 3.1 and is incorporated herein by reference. 

Item 5.07 Submission of Matters to a Vote of Security Holders.

The final voting results on each of the matters submitted to a vote of stockholders at the Annual Meeting are set forth below. 

(1) Proposal No. 1 – Ratification of Selection of Independent Registered Public Accounting Firm: The selection of PricewaterhouseCoopers LLP as the Company’s independent registered public accounting firm for the fiscal year ending March 31, 2027 was ratified.

Votes For		Votes Against		Votes Abstaining
63,434,745		253,953		71,239

(2) Proposal No. 2 – Say on Pay Proposal: The compensation of the Company’s named executive officers for the fiscal year ended March 31, 2026 was approved on a non-binding advisory basis.

Votes For		Votes Against		Votes Abstaining		Broker Non-Votes
48,641,528		622,710		55,371		14,440,328

(3) Proposal No. 3 – Approval of an amendment to the Third Amended and Restated Certificate of Incorporation of the Company to increase the number of authorized shares of common stock, par value $0.001 per share, from 150,000,000 shares to 300,000,000 shares: The proposal to approve an amendment to the Third Amended and Restated Certificate of Incorporation of the Company to increase the number of authorized shares of common stock, par value $0.001 per share, from 150,000,000 shares to 300,000,000 shares was approved by the Company’s stockholders.

Votes For		Votes Against		Votes Abstaining
62,153,709		1,526,174		80,054

Item 9.01. Financial Statements and Exhibits.

(d) Exhibits

Exhibit		Description
3.1		Certificate of Amendment to the Third Amended and Restated Certificate of Incorporation of Replimune Group, Inc., as filed with the Secretary of State of the State of Delaware on September 15, 2026.
104		Cover Page Interactive Data File (embedded within the Inline XBRL document).

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: September 16, 2026	By:	/s/ Sushil Patel
		Sushil Patel
		Chief Executive Officer

Filing Exhibits & Attachments

4 documents

Other Documents

• EX-3.1 EXHIBIT 3.1 8.7 KB
• EX-101 XBRL TAXONOMY EXTENSION SCHEMA 2.9 KB
• EX-101 XBRL TAXONOMY EXTENSION LABEL LINKBASE 33.4 KB
• EX-101 XBRL TAXONOMY EXTENSION PRESENTATION LINKBASE 21.8 KB