Amendment: Replimune Group Inc. filed SEC Form 8-K: Other Events, Financial Statements and Exhibits
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Explanatory Note
This Current Report on Form 8-K/A (the “Amendment”) amends the Current Report on Form 8-K (the “Original Report”) of Replimune Group, Inc. (the “Company”) filed on November 27, 2024. The sole purpose of this Amendment is to correct the previously disclosed maximum beneficial ownership threshold in the Pre-Funded Warrants (as defined below) from 9.99% to 19.99% and to file an amended Form of Pre-Funded Warrant to reflect such change as Exhibit 4.1 hereto. No other revisions have been made to the Original Report, and other than mentioned in the foregoing sentence, this Amendment does not amend, update, or change any other items or disclosures contained in the Original Report.
Item 8.01 Other Events.
On November 25, 2024, the Company entered into an underwriting agreement (the “Underwriting Agreement”) with Leerink Partners LLC (the “Underwriter”), relating to the issuance and sale of an aggregate of 6,923,000 shares of the Company’s common stock (the “Firm Shares”) and pre-funded warrants to purchase 3,846,184 shares of the Company’s common stock (the “Pre-Funded Warrants”) to the Underwriter (the “Offering”). Pursuant to the Underwriting Agreement, the Company also granted the Underwriter a 30-day option to purchase up to 1,615,377 additional shares of the Company’s common stock (the “Option Shares” and together with the Firm Shares, the “Shares”), which option was exercised in full by the Underwriters on November 26, 2024. The Shares will be sold at the public offering price of $13.00 per share and the Pre-Funded Warrants will be sold at a public offering price of $12.9999 per Pre-Funded Warrant, which equals the per share public 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 4.99% 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 19.99% by providing at least 61 days’ prior notice to the Company.
The Company estimates that net proceeds from the Offering will be approximately $155.8 million, after deducting underwriting discounts and commissions and estimated Offering expenses payable by the Company, and giving effect to the exercise of the Underwriter’s 30 day option to purchase additional shares of the Company’s common stock. Delivery of the Firm Shares is expected to be made on or about November 27, 2024, and delivery of the Pre-Funded Warrants is expected to be made on or about December 4, 2024, subject to customary closing conditions. The Offering is being made pursuant to the automatically effective shelf registration statement on Form S-3 ASR (File No. 333-273633) previously filed by the Company with the Securities and Exchange Commission (the “SEC”) on August 3, 2023, as amended by the Post-Effective Amendment No. 1 filed with the SEC on May 16, 2024 and as further amended by the Post-Effective Amendment No. 2 filed with the SEC on May 16, 2024, and declared effective by the SEC on July 22, 2024, and a related prospectus supplement.
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 November 25, 2024, the Company issued two press releases, the first announcing the commencement of the Offering and the second announcing the pricing of the Offering. Copies of these press releases are attached as Exhibits 99.1 and 99.2 hereto, respectively.
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 November 25, 2024 | |
| 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 November 25, 2024 announcing the commencement of the Offering | |
| 99.2* | Press Release dated November 25, 2024 announcing the pricing of the Offering | |
| 104 | Cover page interactive data file (formatted as Inline XBRL) |
* Previously filed.
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 preliminary prospectus supplement, 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: December 4, 2024 | By: | /s/ Sushil Patel |
| Sushil Patel | ||
| Chief Executive Officer | ||