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

Replimune Group, Inc. is holding its 2026 virtual Annual Meeting of Stockholders on September 15, 2026 at 8:30 a.m. Eastern. Holders of common stock at the close of business on July 21, 2026, when 84,026,071 shares were outstanding, may participate and vote online.

Stockholders will consider three proposals: ratifying PricewaterhouseCoopers LLP as independent auditor for the fiscal year ending March 31, 2027; a non-binding advisory vote on compensation of named executive officers for the year ended March 31, 2026; and amending the charter to increase authorized common stock from 150,000,000 to 300,000,000 shares. The board recommends voting "FOR" each proposal.

The company uses a classified board structure. Two Class II directors, Paolo Pucci and Veleka R. Peeples‑Dyer, are not standing for reelection, so two Class II vacancies will be created after the meeting and may later be filled by board appointment. Replimune is a smaller reporting company, which permits scaled SEC disclosure requirements.

Replimune Group, Inc., a clinical-stage biotechnology company developing HSV-1–based oncolytic immunotherapies (including lead candidate RP1 with nivolumab in advanced melanoma), has filed an amended shelf registration to update a resale prospectus.

The filing covers the potential resale, from time to time, of 25,103,489 shares of common stock by entities affiliated with Baker Bros. Advisors. This consists of 11,045,336 currently held shares and 14,058,153 shares issuable upon exercise of Pre-Funded Warrants. Replimune will not receive proceeds from stockholder resales, only nominal proceeds if warrants are exercised.

The prospectus details RP1’s regulatory path, including Breakthrough Therapy designation, a BLA filed under the accelerated approval pathway, two FDA Complete Response Letters and a Class 1 BLA resubmission accepted with an August 2, 2026 action date and an advisory committee meeting set for July 30, 2026. Risk factors highlight substantial doubt about the company’s ability to continue as a going concern, with cash expected to fund operations only into the first calendar quarter of 2027 and significant dependence on the RP1 BLA outcome and future financing or strategic transactions.

Replimune Group, Inc. is asking stockholders at its fully virtual 2026 annual meeting to approve three proposals, including an amendment to its charter to increase authorized common stock from 150,000,000 to 300,000,000 shares, requiring at least 75% approval of outstanding shares present and entitled to vote.

Stockholders will also vote on ratifying PricewaterhouseCoopers LLP as independent auditor for the fiscal year ending March 31, 2027 and a non-binding advisory “Say on Pay” vote on compensation for named executives for the year ended March 31, 2026.

The meeting is set for September 15, 2026 at 8:30 a.m. Eastern Time, with a record date of July 21, 2026. Two Class II directors (Paolo Pucci and Veleka R. Peeples-Dyer) are not standing for reelection, creating vacancies under the company’s classified board structure. The proxy also details board and committee composition, independence determinations, director cash and equity compensation, and governance policies including an insider trading policy, anti-hedging and pledging restrictions, and a Dodd-Frank–compliant clawback policy. Replimune reports that it qualifies as a smaller reporting company, allowing reduced disclosure obligations.

Replimune Group’s annual report centers on its oncolytic immunotherapy pipeline and a pivotal U.S. approval bid for lead candidate RP1 in advanced melanoma. RP1, used with nivolumab, showed durable responses and a median overall survival of 32.9 months in anti–PD‑1‑failed melanoma.

The RP1 Biologics License Application has twice received FDA Complete Response Letters, but a resubmission has now been accepted as a Class 1 review with an August 2, 2026 action date and an advisory committee meeting planned. The company warns that failure to gain accelerated approval could force it to halt RP1 development for melanoma and consider restructuring.

Replimune Group, Inc. reported fiscal fourth quarter and full-year 2026 results and a corporate update. For the year ended March 31, 2026, operating expenses were $319.9 million, leading to a net loss of $313.9 million, or $3.38 per share.

Cash, cash equivalents and short-term investments were $268.9 million as of March 31, 2026, and the company expects this to fund operations into the first quarter of calendar 2027. The FDA accepted the resubmitted BLA for lead candidate RP1 in advanced melanoma with a goal date of August 2, 2026 and an advisory committee meeting expected in late July.

Replimune Group, Inc. reported that the FDA has accepted for review its resubmitted Biologics License Application for RP1 (vusolimogene oderparepvec) in combination with nivolumab to treat advanced melanoma. The FDA classified the filing as a complete, class 1 response with a goal decision date of August 2, 2026 and plans an advisory committee meeting in late July.

The company is seeking accelerated approval based on data from the IGNYTE trial in patients whose disease progressed on prior anti–PD-1 therapy, a population with limited options. The release highlights the significant unmet need in advanced melanoma and Replimune’s broader oncolytic immunotherapy platform.

Replimune Group Chief Commercial Officer Christopher Sarchi sold 12,000 shares of common stock in an open-market transaction. The sale occurred on June 1, 2026 at a weighted average price of $9.24 per share, with individual trade prices ranging from $9.15 to $9.62 per share.

After this transaction, Sarchi directly holds 180,962 Replimune shares. The filing notes that the sale was executed under a pre-arranged trading plan adopted on December 15, 2025 intended to comply with Rule 10b5-1(c), indicating it was scheduled in advance rather than timed discretionarily.