{"url_path":"/sec/repl/8-k/2026-08-11/item-8-01","section_key":"item-8-01","section_title":"Item 8.01 Other Events.","topic":"sec","document":{"doc_type":"8-K/A","doc_date":"2026-08-11","source_url":"https://www.sec.gov/Archives/edgar/data/1737953/0001104659-26-093512-index.html","accession_number":"0001104659-26-093512","cik":"0001737953","ticker":"REPL","issuer_name":"Replimune Group, Inc.","edgar_url":"https://www.sec.gov/Archives/edgar/data/1737953/0001104659-26-093512-index.html","primary_entity_key":"0001737953","primary_entity_name":"Replimune Group, Inc."},"word_count":584,"has_tables":true,"body_markdown":"Item 8.01 Other Events.\n\n \n\nOn August 9, 2026, the Company\nentered into an underwriting agreement (the “Underwriting Agreement”) with Leerink Partners LLC, J.P. Morgan Securities LLC,\nand Cantor Fitzgerald & Co. (each, an “Underwriter” and, collectively, the “Underwriters”), relating to the issuance\nand sale of an aggregate of 9,701,490 shares of the Company’s common stock (the “Shares”) and pre-funded warrants to\npurchase 2,736,340 shares of the Company’s common stock (the “Pre-Funded Warrants”) to the Underwriters (the “Offering”).\nThe 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\nper Pre-Funded Warrant, which equals the per share offering price for the Shares less the $0.0001 exercise price for each such Pre-Funded\nWarrant. The Underwriting Agreement contains customary representations and warranties, conditions to closing, market standoff provisions,\ntermination provisions and indemnification obligations, including for liabilities under the Securities Act of 1933, as amended. The representations,\nwarranties and covenants contained in the Underwriting Agreement were made only for purposes of such agreement and as of specific dates,\nand were solely for the benefit of the parties to the Underwriting Agreement.\n\n \n\nThe Pre-Funded Warrants are\nexercisable at any time after the date of issuance. A holder of Pre-Funded Warrants may not exercise the warrant if the holder, together\nwith its affiliates, would beneficially own more than 4.99% of the number of shares of the Company’s common stock outstanding immediately\nafter giving effect to such exercise. A holder of Pre-Funded Warrants may increase or decrease this percentage not in excess of 19.99%\nby providing at least 61 days’ prior notice to the Company.\n\n \n\nThe Company estimates that\nnet proceeds from the Offering will be approximately $140.5 million, after deducting underwriting discounts and commissions and estimated\nOffering expenses payable by the Company. Delivery of the Shares and the Pre-Funded Warrants is expected to be made on or about August\n11, 2026, subject to customary closing conditions. The Offering is being made pursuant to the Registration Statement on Form S-3 (Registration\nNo. 333-287536) filed with the Securities and Exchange Commission (the “Commission”) on May 23, 2025, as amended by Amendment\nNo. 1 to the Registration Statement on Form S-3 filed on November 6, 2025 (as so amended, the “Shelf Registration Statement”),\npursuant to the Securities Act of 1933, as amended (the “Securities Act”).\n\n \n\nThe Underwriting Agreement\nand 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\ndescription of the terms of the Underwriting Agreement and the Pre-Funded Warrants are qualified in their entirety by reference to such\nexhibit. A copy of the opinion of Morgan, Lewis & Bockius LLP relating to the legality of the issuance and sale of the Shares and\nPre-Funded Warrants in the Offering is filed with this Current Report on Form 8-K as Exhibit 5.1.\n\n \n\nOn August 10, 2026, the Company\nissued a press release announcing the pricing of the Offering. A copy of this press release is attached as Exhibit 99.1 hereto.\n\n \n\nNeither the disclosures on\nthis 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\ndescribed herein and therein, nor shall there be any sale of such securities in any state or jurisdiction in which such an offer, solicitation\nor sale would be unlawful prior to registration or qualification under the securities laws of any such state or jurisdiction.\n\n \n\n2"}