UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
CURRENT REPORT
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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 | ||