Replimune Group, Inc. (REPL) SEC Filings, Jul-Aug 2026

Replimune Group, Inc. reported that investment funds advised by Baker Bros. Advisors LP purchased a total of 2,736,340 "2026 $0.0001 Prefunded Warrants" in an underwritten public offering that closed on August 11, 2026, at $12.0599 per warrant. Each warrant is exercisable immediately on a 1-for-1 basis into Common Stock at an exercise price of $0.0001 per share, subject to a 4.99% beneficial ownership cap, which the funds may adjust up to 19.99% effective 61 days after written notice. The Baker entities and individuals disclaim beneficial ownership beyond their pecuniary interest.

The Goldman Sachs Group, Inc. and Goldman Sachs & Co. LLC report beneficial ownership of 4,418,837.86 shares of Replimune Group Inc. common stock, representing 5.3% of the class. All voting and dispositive authority is reported as shared, with no sole voting or dispositive power.

The position is held through Goldman Sachs & Co. LLC, a broker-dealer and registered investment adviser and a subsidiary of The Goldman Sachs Group, Inc. The reporting units within Goldman Sachs disclaim beneficial ownership for certain client accounts and investment entities where third parties hold economic interests.

Replimune Group, Inc. describes an underwritten offering of 9,701,490 shares of common stock and pre-funded warrants to purchase 2,736,340 shares, and amends prior disclosure to correct the initial beneficial ownership limits on those warrants. The shares are priced at $12.06 each and the pre-funded warrants at $12.0599, reflecting a $0.0001 exercise price.

The pre-funded warrants are exercisable after issuance but include a 4.99% beneficial ownership cap, adjustable up to 19.99% with 61 days prior notice. Replimune estimates $140.5 million in net proceeds from the offering, conducted with Leerink Partners, J.P. Morgan Securities, and Cantor Fitzgerald under an effective Form S-3 shelf registration.

Replimune Group, Inc. entered into an underwriting agreement with Leerink Partners, J.P. Morgan and Cantor Fitzgerald for a primary underwritten offering of its equity. The company is issuing 9,701,490 shares of common stock and pre-funded warrants to purchase 2,736,340 shares of common stock.

The common shares are priced at $12.06 per share, and the pre-funded warrants at $12.0599 each, reflecting a $0.0001 per share exercise price on the warrants. Replimune expects gross proceeds of approximately $150 million and estimates net proceeds of approximately $140.5 million after underwriting discounts, commissions and expenses. The offering, made under an existing Form S-3 shelf registration statement, is expected to close on or about August 11, 2026, subject to customary conditions.

The pre-funded warrants are exercisable at any time after issuance, subject to a 9.99% beneficial ownership cap, which holders can adjust (up to 9.99%) with 61 days’ prior notice. All securities in the offering are being sold by Replimune.

Replimune Group is conducting a primary offering of 9,701,490 shares of common stock and pre-funded warrants to purchase 2,736,340 shares, at $12.06 per share and $12.0599 per pre-funded warrant, for gross proceeds of about $150.0 million. After underwriting fees and expenses, Replimune expects net proceeds of approximately $140.5 million, to fund the commercial launch of its oncolytic immunotherapy TUDRIQEV, expansion of the RPx platform (including further RP2 development), and general corporate purposes. Shares outstanding will rise to 92,418,413, excluding new warrant exercises. TUDRIQEV recently received FDA accelerated approval in combination with nivolumab for adults with unresectable advanced cutaneous melanoma that progressed on anti‑PD‑1 therapy; continued approval depends on confirmatory trials, notably the ongoing IGNYTE‑3 Phase 3 study. The company reports substantial net losses, an accumulated deficit and going‑concern doubt, and states it will require additional capital beyond this raise.

State Street Corporation has reported a sizeable institutional position in Replimune Group Inc. common stock on a Schedule 13G. State Street reports that it is the beneficial owner of 4,440,144 shares of Replimune common stock, representing 5.3% of the outstanding class.

All of this position is held with shared rather than sole authority: State Street reports shared power to vote or direct the vote over 4,344,038 shares and shared power to dispose or direct the disposition of 4,440,144 shares, with no sole voting or dispositive power. The stake is held through investment management subsidiaries including SSGA Funds Management, Inc., State Street Global Advisors Europe Limited, and State Street Global Advisors Trust Company.

Replimune Group, Inc. received FDA accelerated approval for TUDRIQEV (vusolimogene oderparepvec-wtpg), in combination with nivolumab, to treat adults with unresectable advanced cutaneous melanoma that has progressed on a PD-1 antibody-based regimen. Approval is based on the IGNYTE study, where 140 patients were enrolled and 91 efficacy-evaluable patients achieved a 24.2% objective response rate and a 14.1-month median duration of response. Continued approval may be contingent on verification of clinical benefit in the ongoing Phase 3 IGNYTE-3 trial.

TUDRIQEV is an intratumorally injected HSV-1 oncolytic immunotherapy that can be administered to superficial, deep, and visceral lesions, with dosing based on tumor size. Treatment was generally well tolerated; serious adverse reactions occurred in 35% of 140 patients, and 2.9% discontinued therapy, with no grade 4 or 5 common adverse events reported. Replimune estimates roughly 10,000 injectable U.S. melanoma patients progress on PD-1 therapy across lines, is preparing a 63,000 square foot U.S. manufacturing facility to support global supply, and expects TUDRIQEV to ship in approximately 60 days alongside access support via ReplimuneConnect Plus.

Replimune Group, Inc. is reported as having significant ownership by investment manager Montanova Capital, LLC and related parties. Montanova Capital and Aaron Cowen each report beneficial ownership of 6,609,000 shares of common stock, representing 7.9% of the class, with shared voting and dispositive power over those shares. Averill Master Fund, Ltd. reports beneficial ownership of 5,610,970 shares, or 6.7% of the common stock, also on a shared voting and dispositive basis. All of the shares reported are directly owned by advisory clients of Montanova Capital, with only Averill Master Fund, Ltd. identified as holding more than 5% of the class. The reporting persons state they disclaim beneficial ownership except to the extent of their pecuniary interest.

Replimune Group, Inc. reported that the U.S. Food and Drug Administration’s Cellular, Tissue, and Gene Therapies Advisory Committee reviewed the Biologics License Application resubmission for RP1 (vusolimogene oderparepvec) plus nivolumab to treat advanced melanoma in patients who have progressed on prior anti-PD-1 therapy.

The committee examined whether the single-arm IGNYTE study reliably characterizes response rate and durability in the proposed population and whether the responses indicate systemic antitumor activity attributable to RP1. It then voted 10 to 3 that the IGNYTE efficacy results are evaluable and clinically meaningful.

Replimune’s CEO described the vote as an important step for patients with advanced melanoma and emphasized the unmet need for new options. The FDA’s target action date for the Class 1 resubmission is August 2, 2026. RP1 is an HSV-1–based oncolytic immunotherapy genetically armed with a fusogenic protein and GM-CSF to enhance tumor killing and systemic immune activation.