UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
CURRENT REPORT
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Item 1.01 Entry into a Material Definitive Agreement.
Securities Purchase Agreement
On June 12, 2024, Replimune Group, Inc. (the “Company”) entered into a securities purchase agreement (the “Securities Purchase Agreement”) for a private placement (the “Private Placement”) with certain institutional and accredited investors (each, an “Investor” and collectively, the “Investors”).
Pursuant to the Securities Purchase Agreement, the Company agreed to issue and sell to the Investors an aggregate of (i) 5,668,937 shares (the “Shares”) of the Company’s common stock, par value $0.001 per share (the “Common Stock”), at a purchase price of $8.82 per share, and (ii) pre-funded warrants (the “Pre-Funded Warrants”) to purchase up to an aggregate of 5,669,578 shares of Common Stock (the “Pre-Funded Warrant Shares”) at a purchase price of $8.819 per Pre-Funded Warrant, which represents the per share purchase price of the Shares less the $0.001 per share exercise price for each Pre-Funded Warrant. The Pre-Funded Warrants will be exercisable at any time after the date of issuance and will not expire.
Leerink Partners LLC acted as the sole placement agent for the Private Placement. The Company has agreed to pay customary placement fees and reimburse certain expenses of the placement agent.
The Private Placement is expected to close on June 14, 2024, subject to customary closing conditions. The Company anticipates the gross proceeds from the Private Placement to be approximately $100 million, before deducting placement agent fees and offering expenses. The Company intends to use the net proceeds from this proposed financing, together with the Company's existing cash, cash equivalents, and marketable securities, to fully scale up for the commercialization of RP1 in skin cancers, and for working capital and general corporate purposes.
The foregoing descriptions of the Securities Purchase Agreement and the Pre-Funded Warrants do not purport to be complete and are qualified in their entirety by reference to such agreements, copies of which are filed as Exhibits 10.1 and 4.1 hereto, respectively, and incorporated by reference herein.
Registration Rights Agreement
At the closing of the Private Placement, the Company will enter into a registration rights agreement (the “Registration Rights Agreement”) with the Investors, pursuant to which the Company agreed to register for resale the Shares and the Pre-Funded Warrant Shares held by the Investors (the “Registrable Securities”). Under the Registration Rights Agreement, the Company has agreed to prepare and file a registration statement with the U.S. Securities and Exchange Commission (the “SEC”), covering the resale of the Registrable Securities within 60 days after the closing of the Private Placement (the “Filing Deadline”). The Company has also agreed to use reasonable best efforts to cause such registration statement to become effective as soon as practicable, but in any event no later than the earlier of (i) the 100th calendar day following the initial filing date of such registration statement if the SEC notifies the Company that it will “review” such registration statement, and (ii) the earlier of (a) the 30th calendar day following the initial filing date of such registration statement and (b) the fifth business day after the date the Company is notified by the SEC that such registration statement will not be “reviewed” or will not be subject to further review.
The Company also agreed to use commercially reasonable efforts to keep such registration statement effective until the earlier of (i) the date on which the Investors shall have resold all of the Registrable Securities covered thereby and (ii) the date the Shares and the Pre-Funded Warrant Shares, and any Common Stock issued or issuable with respect thereto, cease to be Registrable Securities. The Company has agreed to be responsible for all fees and expenses incurred in connection with the registration of the Registrable Securities. In addition, certain liquidated damages provisions will apply to the Company in the event of registration failures, as described in the Registration Rights Agreement.
The Company has granted the Investors customary indemnification rights in connection with the registration statement. The Investors have also granted the Company customary indemnification rights in connection with the registration statement.
The foregoing description of the Registration Rights Agreement does not purport to be complete and is qualified in its entirety by reference to the full text of the form of the Registration Rights Agreement, which is attached hereto as Exhibit 10.2 and incorporated herein by reference.
Item 3.02 Unregistered Sales of Equity Securities.
To the extent required by Form 8-K, the disclosures in Item 1.01 above are incorporated herein by reference. The securities to be issued and sold to the Investors under the Securities Purchase Agreement are not registered under the Securities Act of 1933, as amended (the “Securities Act”), and are being sold in reliance on the exemption from registration provided by Section 4(a)(2) of the Securities Act. The Company relied on this exemption from registration based in part on representations made by the Investors. The securities may not be offered or sold in the United States absent registration or an applicable exemption from registration requirements.
Neither this Current Report on Form 8-K nor any exhibit attached hereto is an offer to sell or the solicitation of an offer to buy shares of common stock or other securities of the Company.
Item 7.01 Regulation FD Disclosure.
On June 13, 2024, the Company issued a press release announcing the Private Placement. A copy of this press release is attached as Exhibit 99.1 to this Current Report on Form 8-K.
The information contained in this Item 7.01, including Exhibit 99.1, shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended, or otherwise subject to the liabilities of that section, nor shall it be deemed incorporated by reference into any of the Company’s filing with the SEC made by the Company, regardless of any general incorporation language in such filings, except to the extent expressly set forth by reference in such filing.
Cautions About Forward-Looking Statements
This Current Report on Form 8-K contains forward looking statements within the meaning of Section 27A of the Securities Act and Section 21E of the Securities Exchange Act of 1934, as amended, and that involve risks and uncertainties, including statements regarding the expected gross proceeds from the Private Placement, the expected use of proceeds from the Private Placement, the expected timing of the closing of the Private Placement, the prospect that the Pre-Funded Warrants will be exercised, the Company’s plans regarding the commercialization of RP1, 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 the Company files with the SEC. The Company’s 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.
Item 9.01 Financial Statements and Exhibits.
| (d) Exhibits | ||
|
Exhibit No. |
Description | |
| 4.1 | Form of Pre-Funded Warrant | |
| 10.1 | Securities Purchase Agreement, dated June 12, 2024, by and among Replimune Group, Inc. and each of the investors as party thereto | |
| 10.2 | Form of Registration Rights Agreement | |
| 99.1 | Press Release dated June 13, 2024 | |
| 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: June 13, 2024 | By: | /s/ Sushil Patel |
| Sushil Patel | ||
| Chief Executive Officer | ||