8-KFiled Aug 9, 8:00 PM ET

Replimune Group Prices Public Offering, Seeks ~$140.5M Net Proceeds

$REPL · Replimune Group, Inc.

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Replimune Group Prices Public Offering, Seeks ~$140.5M Net Proceeds

What Happened
Replimune Group, Inc. (REPL) announced on Aug. 9, 2026 that it entered into an underwriting agreement with Leerink Partners, J.P. Morgan Securities and Cantor Fitzgerald to sell 9,701,490 shares of common stock and pre‑funded warrants to purchase 2,736,340 shares. The shares are priced at $12.06 each and the pre‑funded warrants are priced at $12.0599 (reflecting a $0.0001 exercise price). The company estimates net proceeds of approximately $140.5 million after underwriting discounts, with delivery expected on or about Aug. 11, 2026. The offering is being made under the company’s Shelf Registration Statement on Form S‑3.

Key Details

  • Offering size: 9,701,490 common shares and pre‑funded warrants to buy 2,736,340 shares.
  • Pricing: $12.06 per share; $12.0599 per pre‑funded warrant (exercise price $0.0001).
  • Estimated net proceeds: approximately $140.5 million (after fees and expenses).
  • Exercise limit: pre‑funded warrant holders may not exercise to exceed 9.99% beneficial ownership (adjustable with ≥61 days’ notice).
  • Underwriters: Leerink Partners LLC, J.P. Morgan Securities LLC, Cantor Fitzgerald & Co.; press release announcing pricing filed Aug. 10, 2026.

Why It Matters
This transaction will provide Replimune with a meaningful cash infusion (≈$140.5M) to fund operations, including clinical and development programs. It also increases the company’s outstanding potential share count because the pre‑funded warrants are exercisable and have a nominal $0.0001 exercise price, which could dilute existing shareholders if exercised. Investors should note the timing (priced Aug. 9, expected closing Aug. 11, 2026) and the 9.99% ownership cap on warrant exercises, which may affect when dilution occurs.