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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d)
of the Securities Exchange Act of 1934
Date of Report (Date of earliest event
reported): March 5, 2025
REPLIMUNE GROUP, INC.
(Exact name of registrant as specified in its charter)
Delaware |
|
001-38596 |
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82-2082553 |
(State or other jurisdiction
of incorporation) |
|
(Commission
File Number) |
|
(IRS Employer
Identification Number) |
500
Unicorn Park Drive
Suite 303
Woburn, MA 01801
(Address of principal executive offices, including Zip Code)
Registrant’s telephone number, including
area code: (781) 222-9600
Check the appropriate box below if the Form 8-K filing is
intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
|
¨ | Written communications pursuant to Rule 425 under the Securities Act (17 CFR
230.425) |
|
¨ | Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR
240.14a-12) |
|
¨ | Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR
240.14d-2(b)) |
|
¨ | Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR
240.13e-4(c)) |
Securities registered pursuant to Section 12(b) of the Act:
Title of each class |
|
Trading
Symbol(s) |
|
Name of each exchange on which registered |
Common Stock, par value $0.001 per share |
|
REPL |
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The Nasdaq Stock Market LLC
(Nasdaq Global Select Market) |
Indicate
by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933
(§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this
chapter). Emerging growth company ¨
If an
emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for
complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ¨
| Item 1.01 | Entry into a Material Definitive Agreement. |
On March 5, 2025, Replimune Group, Inc. (the “Company”)
entered into a registration rights agreement (the “Affiliate Registration Rights Agreement”) with 667, L.P. and Baker Brothers
Life Sciences, L.P. (collectively, the “BBA Funds”), as more particularly described below under the heading “Affiliate
Registration Rights Agreement” in Item 5.02 and incorporated herein by reference.
| Item 5.02 | Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of
Certain Officers |
Appointment of Michael Goller
On
March 5, 2025, the Company’s Board of Directors (the “Board”), upon the recommendation of the Board’s Nominating
and Corporate Governance Committee (the “NCGC Committee”), (i) increased the size of the Board from nine members to ten, and
(ii) appointed Michael Goller to the Board, effective immediately. The appointment of Mr. Goller as a member of the Board fills the vacancy
created by the Board’s decision to increase the size of the Board from nine members to ten. Mr. Goller will serve as a Class I
director until the Company’s 2025 annual general meeting of shareholders and until his successor has been duly elected and qualified
or until his earlier death, resignation or removal.
No arrangement or understanding exists between
Mr. Goller and any other person pursuant to which Mr. Goller was selected as a director of the Company. Mr. Goller does not have any family
relationships with any of the Company’s directors or executive officers. Since March 31, 2024, Mr. Goller did not have any direct
or indirect material interest in any transaction with the Company required to be disclosed pursuant to Item 404(a) of Regulation S-K,
other than the following:
| (i) | In June 2024, the BBA Funds participated in the Company’s private placement transaction (the “Private
Placement”), pursuant to which the Company sold (a) 5,668,937 shares of the Company's common stock (“Common Stock”),
at an offering price of $8.82 per share, and (b) to the BBA Funds pre-funded warrants to purchase 5,669,578 shares of Common Stock at
an offering price of $8.819 per pre-funded warrant. The Company received aggregate net proceeds in the Private Placement of approximately
$96.7 million after deducting placement agent fees and other offering expenses payable by the Company of approximately $3.3 million. |
| (ii) | In November 2024, the BBA Funds participated in the Company’s underwritten public offering of its
securities, pursuant to which the Company issued and sold (a) 8,538,377 shares of Common Stock at a public offering price of $13.00 per
share, and (b) to the BBA Funds pre-funded warrants to purchase 3,846,184 shares of Common Stock at a public offering price of $12.9999
per pre-funded warrant. The offering resulted in net proceeds to the Company of approximately $156.0 million after deducting fees and
expenses of approximately $5.0 million. |
While Mr. Goller is an employee of Baker Bros.
Advisors LP, the investment adviser of the BBA Funds, the Board has determined that Mr. Goller is “independent” in accordance
with applicable rules of the Securities and Exchange Commission (the “SEC”) and the Nasdaq Stock Market. Mr. Goller will serve
as a member of the Board’s NCGC Committee.
In
connection with his service on the Board and the NCGC Committee, Mr. Goller will receive an annual cash retainer of $45,000 and $5,000,
respectively, in each case, prorated based on the date of his appointment. In addition, Mr. Goller received a grant of a nonqualified
stock option to acquire 64,000 shares of Common Stock at an exercise price of $12.29, the closing price of one share of Common Stock on
March 5, 2025, as reported on the Nasdaq Global Select Market. The option will vest and become exercisable as to 25% of the shares on
March 5, 2026 and the balance of the shares will vest in a series of 24 approximately equal monthly installments thereafter.
Additionally, Mr. Goller and the Company entered
into a customary indemnification agreement, a form of which has been previously filed with the SEC, effective as of March 5, 2025.
Affiliate Registration Rights Agreement
In connection with the appointment of Mr. Goller
to the Board, the Company entered into the Affiliate Registration Rights Agreement with the BBA Funds. Pursuant to the Affiliate Registration
Rights Agreement, the BBA Funds are entitled to certain resale registration rights with respect to shares of Common Stock issued or issuable
upon the exercise or conversion of any other securities (whether equity, debt or otherwise) now owned or subsequently acquired by the
BBA Funds (collectively, the “Baker Registrable Securities”), subject to certain specified exceptions, conditions and limitations
as set forth in the Affiliate Registration Rights Agreement.
Under the Affiliate Registration Rights Agreement,
following a request by the BBA Funds, the Company is obligated to file a resale registration statement on Form S-3, or other appropriate
form, covering the Baker Registrable Securities. The Company has agreed to file such resale registration statement as promptly as reasonably
practicable following such request, and in any event within 60 days of such request. The Company’s obligations to file such registration
statement are subject to specified exceptions, and suspension and deferral rights as are set forth in the Affiliate Registration Rights
Agreement. Under specified circumstances, the Company may also include securities of the Company in any such registration statement. Under
the Affiliate Registration Rights Agreement, the BBA Funds also have the right to one underwritten offering per calendar year, but no
more than three underwritten offerings in total and not more than two underwritten offerings or “block trades” (as defined
in the Affiliate Registration Rights Agreement) in any calendar year, to effect the sale or distribution of the Baker Registrable Securities,
subject to certain exceptions, conditions and limitations. The Affiliate Registration Rights Agreement also requires the Company to pay
certain expenses relating to such registrations and to indemnify the BBA Funds against certain liabilities.
The foregoing description of the Affiliate Registration
Rights Agreement does not purport to be complete and is qualified in its entirety by reference to the full text of the Affiliate Registration
Rights Agreement, which is filed herewith as Exhibit 10.1 and is incorporated herein by reference.
| Item 9.01 | Financial Statements and Exhibits. |
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: March 7, 2025 |
By: |
/s/ Sushil Patel |
|
|
Sushil Patel |
|
|
Chief Executive Officer |
Exhibit 10.1
REGISTRATION RIGHTS AGREEMENT
This Registration Rights Agreement (this “Agreement”)
is made as of March 5, 2025 by and among Replimune Group, Inc., a Delaware corporation (the “Company”), and
the Persons listed on the attached Schedule A who are signatories to this Agreement (each an “Investor”, and
collectively, the “Investors”). Unless otherwise defined herein, capitalized terms used in this Agreement have the
respective meanings ascribed to them in Section 1.
RECITALS
WHEREAS,
the Company and the Investors wish to provide for certain arrangements with respect to the registration of the Registrable Securities
by the Company under the Securities Act.
NOW,
THEREFORE, in consideration of the mutual promises and covenants set forth herein, and other consideration, the receipt and
adequacy of which are hereby acknowledged, the parties hereto agree as follows:
Section 1.
Definitions
1.1. Certain
Definitions. In addition to the terms defined elsewhere in this Agreement, as used in this Agreement, the following terms have the
respective meanings set forth below:
(a) “Block
Trade” shall mean an offering of Registrable Securities which requires both the Investors and the Company to enter into a sale
agreement and is limited in scope of selling efforts as compared to an Underwritten Offering.
(b) “Board”
shall mean the Board of Directors of the Company.
(c) “Commission”
shall mean the Securities and Exchange Commission or any other federal agency at the time administering the Securities Act.
(d) “Common
Stock” shall mean the common stock of the Company, par value $0.0001 per share.
(e) “Exchange
Act” shall mean the Securities Exchange Act of 1934, as amended, or any similar successor federal statute and the rules and
regulations thereunder, all as the same shall be in effect from time to time.
(f) “Governmental
Entity” shall mean any federal, state, local or foreign government, or any department, agency, or instrumentality of any government;
any public international organization, any transnational governmental organization; any court of competent jurisdiction, arbitral, administrative
agency, commission, or other governmental regulatory authority or quasi-governmental authority, any political party; and any national
securities exchange or national quotation system.
(g) “Other
Securities” shall mean securities of the Company, other than Registrable Securities (as defined below).
(h) “Person”
shall mean any individual, partnership, corporation, company, association, trust, joint venture, limited liability company, unincorporated
organization, entity or division, or any government, governmental department or agency or political subdivision thereof.
(i) “Registrable
Securities” shall mean the shares of Common Stock and any Common Stock issued or issuable upon the exercise or conversion of
any other securities (whether equity, debt or otherwise) of the Company now owned or hereafter acquired by any of the Investors.
(j) The
terms “register,” “registered” and “registration” shall refer to a registration
effected by preparing and filing a Registration Statement in compliance with the Securities Act, and such Registration Statement becoming
effective under the Securities Act.
(k) “Registration
Expenses” shall mean all expenses incurred by the Company in effecting any registration pursuant to this Agreement, including,
without limitation, all registration, qualification, and filing fees, printing expenses, escrow fees, fees and disbursements of counsel
for the Company, up to (1) $50,000 of reasonable out-of-pocket legal expenses of one outside counsel for Investors (if different
from the Company’s counsel and if such counsel is reasonably approved by the Company) in connection with the preparation and filing
of the Resale Registration Shelf (as defined below), and (2) up to $50,000 of reasonable out-of-pocket legal expenses of one outside
counsel for the Investors (if different from the Company’s counsel and if such counsel is reasonably approved by the Company) per
Underwritten Offering, blue sky fees and expenses, and expenses of any regular or special audits incident to or required by any such registration,
but shall not include Selling Expenses.
(l) “Registration
Statement” means any registration statement of the Company filed with, or to be filed with, the Commission under the Securities
Act, including the related prospectus, amendments and supplements to such registration statement, including pre- and post-effective amendments,
and all exhibits and all material incorporated by reference in such registration statement as may be necessary to comply with applicable
securities laws other than a registration statement (and related prospectus) filed on Form S-4 or Form S-8 or any successor
forms thereto.
(m) “Rule 144”
shall mean Rule 144 as promulgated by the Commission under the Securities Act, as such rule may be amended from time to time,
or any similar successor rule that may be promulgated by the Commission.
(n) “Securities
Act” shall mean the Securities Act of 1933, as amended, or any similar successor federal statute and the rules and regulations
thereunder, all as the same shall be in effect from time to time.
(o) “Selling
Expenses” shall mean all underwriting discounts and selling commissions applicable to the sale of Registrable Securities, the
fees and expenses of any legal counsel (except as provided in the definition of “Registration Expenses”) and any other advisors
any of the Investors engage and all similar fees and commissions relating to any Investor’s disposition of the Registrable Securities.
(p) “Underwritten
Offering” shall mean a public offering of Registrable Securities pursuant to an effective registration statement under the Securities
Act (other than pursuant to a registration statement on Form S-4 or S-8 or any similar or successor form) which requires the Investors
and the Company to enter into an underwriting agreement.
Section 2.
Resale Registration Rights
2.1. Resale
Registration Rights.
(a) Following
written demand by any Investor to the Company, the Company shall file with the Commission a Registration Statement on Form S-3 (except
if the Company is not then eligible to register for resale the Registrable Securities on Form S-3, in which case such registration
shall be on another appropriate form in accordance with the Securities Act) covering the resale of the Registrable Securities by the Investors
(the “Resale Registration Shelf”), and the Company shall file such Resale Registration Shelf as promptly as reasonably
practicable following such demand, and in any event within sixty (60) days after receipt by the Company of such written demand. The Resale
Registration Shelf shall include a “final” prospectus, including the information required by Item 507 of Regulation S-K of
the Securities Act, as provided by the Investors in accordance with Section 2.7. Notwithstanding the foregoing, before filing
the Resale Registration Shelf, the Company shall furnish to the Investors a copy of the Resale Registration Shelf and afford the Investors
an opportunity to review and comment on the Resale Registration Shelf. The Company’s obligations pursuant to this Section 2.1(a) is
conditioned upon the Investors timely providing the information contemplated in Section 2.7.
(b) The
Company shall use its reasonable best efforts to cause the Resale Registration Shelf and related prospectuses to become effective as promptly
as practicable after filing. The Company shall use its reasonable best efforts to cause such Registration Statement to remain effective
under the Securities Act until the earlier of the date (i) all Registrable Securities covered by the Resale Registration Shelf have
been sold or may be sold freely without limitations or restrictions as to volume or manner of sale pursuant to Rule 144, or (ii) all
Registrable Securities covered by the Resale Registration Shelf otherwise cease to be Registrable Securities pursuant to Section 2.9.
The Company shall promptly, and within two (2) business days after the Company confirms the effectiveness of the Resale Registration
Shelf with the Commission, notify the Investors of the effectiveness of the Resale Registration Shelf.
(c) Notwithstanding
anything contained herein to the contrary, the Company shall not be obligated to effect, or to take any action to effect, a registration
pursuant to Section 2.1(a):
(i) if
the Company has and maintains an effective Registration Statement on Form S-3ASR that provides for the resale of an unlimited number
of securities by selling stockholders (a “Company Registration Shelf”);
(ii) during
the period forty-five (45) days prior to the Company’s good faith estimate of the date of filing of a Company Registration Shelf;
or
(iii) if
the Company has caused a Registration Statement to become effective pursuant to this Section 2.1 during the prior twelve (12)
month period.
(d) If
the Company has a Company Registration Shelf in place at any time in which the Investors make a demand pursuant to Section 2.1(a),
the Company shall file with the Commission, as promptly as practicable, and in any event within fifteen (15) business days after such
demand, a “final” prospectus supplement to its Company Registration Shelf covering the resale of the Registrable Securities
by the Investors (the “Prospectus”); provided, however, that the Company shall not be obligated to file
more than one Prospectus pursuant to this Section 2.1(d) in any six month period to add additional Registrable Securities
to the Company Registration Shelf that were acquired by the Investors other than directly from the Company or in an underwritten public
offering by the Company. The Prospectus shall include the information required under Item 507 of Regulation S-K of the Securities Act,
which information shall be provided by the Investors in accordance with Section 2.7. Notwithstanding the foregoing, before
filing the Prospectus, the Company shall furnish to the Investors a copy of the Prospectus and afford a single outside counsel (in addition
to inside counsel) of the Investors an opportunity to review and comment on the Prospectus. The Company’s obligations pursuant to
this Section 2.1(a) is conditioned upon the Investors timely providing the information contemplated in Section 2.7.
(e) Deferral
and Suspension. At any time after being obligated pursuant to this Agreement to file a Resale Registration Shelf or Prospectus, or
after any such Resale Registration Shelf has become effective or such Prospectus has been filed with the Commission, the Company may defer
the filing of or suspend the use of any such Resale Registration Shelf or Prospectus, upon giving written notice of such action to the
Investors with a certificate signed by the Chief Executive Officer of the Company stating that in the good faith judgment of the Board,
the filing or use of any such Resale Registration Shelf or Prospectus covering the Registrable Securities would be seriously detrimental
to the Company or its stockholders at such time and that the Board concludes, as a result, that it is in the best interests of the Company
and its stockholders to defer the filing or suspend the use of such Resale Registration Shelf or Prospectus at such time. The Company
shall have the right to defer the filing of or suspend the use of such Resale Registration Shelf or Prospectus for a period of not more
than one hundred twenty (120) days from the date the Company notifies the Investors of such deferral or suspension; provided that
the Company shall not exercise the right contained in this Section 2.1(e) more than once in any twelve month period.
In the case of the suspension of use of any effective Resale Registration Shelf or Prospectus, the Investors, immediately upon receipt
of notice thereof from the Company, shall discontinue any offers or sales of Registrable Securities pursuant to such Resale Registration
Shelf or Prospectus until advised in writing by the Company that the use of such Resale Registration Shelf or Prospectus may be resumed.
In the case of a deferred Prospectus or Resale Registration Shelf filing, the Company shall provide prompt written notice to the Investors
of (i) the Company’s decision to file or seek effectiveness of the Prospectus or Resale Registration Shelf, as the case may
be, following such deferral and (ii) in the case of a Resale Registration Shelf, the effectiveness of such Resale Registration Shelf.
In the case of either a suspension of use of, or deferred filing of, any Resale Registration Shelf or Prospectus, the Company shall not,
during the pendency of such suspension or deferral, be required to take any action hereunder (including any action pursuant to Section 2.2
hereof) with respect to the registration or sale of any Registrable Securities pursuant to any such Resale Registration Shelf, Company
Registration Shelf or Prospectus.
(f) Other
Securities. Subject to Section 2.2(e) below, any Resale Registration Shelf or Prospectus may include Other Securities,
and may include securities of the Company being sold for the account of the Company; provided such Other Securities are excluded
first from such Registration Statement in order to comply with any applicable laws or request from any Governmental Entity, Nasdaq or
any applicable listing agency. No Other Securities may be included in an Underwritten Offering pursuant to Section 2.2 without
the consent of the Investors.
2.2. Sales
and Underwritten Offerings of the Registrable Securities.
(a) Notwithstanding
any provision contained herein to the contrary, the Investors, collectively, shall and subject to the limitations set forth in this Section 2.2,
be permitted (i) one Underwritten Offering per calendar year, but no more than three Underwritten Offerings in total, and (ii) no
more than two Underwritten Offerings or Block Trades in any twelve month period, to effect the sale or distribution of Registrable Securities.
(b) If
the Investors intend to effect an Underwritten Offering or Block Trade pursuant to a Resale Registration Shelf or Company Registration
Shelf to sell or otherwise distribute Registrable Securities, they shall so advise the Company and provide as much notice to the Company
as reasonably practicable (and, in either case, not less than fifteen (15) business days prior to the Investors’ request that the
Company file a prospectus supplement to a Resale Registration Shelf or Company Registration Shelf).
(c) In
connection with any offering initiated by the Investors pursuant to this Section 2.2 involving an Underwritten Offering of
Registrable Securities, the Investors shall be entitled to select the underwriter or underwriters for such offering, subject to the consent
of the Company, such consent not to be unreasonably withheld, conditioned or delayed.
(d) In
connection with any offering initiated by the Investors pursuant to this Section 2.2 involving an Underwritten Offering of
Registrable Securities, the Company shall not be required to include any of the Registrable Securities in such Underwritten Offering unless
the Investors (i) enter into an underwriting agreement in customary form with the underwriter or underwriters, (ii) accept customary
terms in such underwriting agreement with regard to representations and warranties relating to ownership of the Registrable Securities
and authority and power to enter into such underwriting agreement and (iii) complete and execute all questionnaires, powers of attorney,
custody agreements, indemnities and other documents as may be requested by such underwriter or underwriters. Further, the Company shall
not be required to include any of the Registrable Securities in an Underwritten Offering or Block Trade if (Y) the underwriting/sale
agreement proposed by the underwriter or underwriters contains representations, warranties or conditions that are not reasonable in light
of the Company’s then-current business (for the avoidance of doubt, however, notwithstanding this clause (Y) the Company’s
then-current disclosure may need to be updated prior to such offering) or (Z) the underwriter, underwriters or the Investors require
the Company to participate in any marketing, roadshow or comparable activity that may be required to complete the orderly sale of shares
by the underwriter or underwriters.
(e) If
the total amount of Registrable Securities to be sold in any Underwritten Offering initiated by the Investors pursuant to this Section 2.2
involving an underwriting of shares of Registrable Securities exceeds the amount that the underwriters determine in their sole discretion
is compatible with the success of such Underwritten Offering, then the Company shall be required to include in such Underwritten Offering
only that number of such securities, including Registrable Securities (subject in each case to the cutback provisions set forth in this
Section 2.2(e)), that the underwriters and the Company determine in their sole discretion shall not jeopardize the success
of such Underwritten Offering. If the Underwritten Offering has been requested pursuant to Section 2.2(a) hereof, the
number of shares that are entitled to be included in the registration and underwriting shall be allocated in the following manner: (i) first,
shares of Company equity securities that the Company desires to include in such registration shall be excluded and (ii) second,
Registrable Securities requested to be included in such registration by the Investors shall be excluded. For the avoidance of doubt, no
other person besides the Investors shall be entitled to participate in any Block Trade. To facilitate the allocation of shares in accordance
with the above provisions, the Company or the underwriters may round down the number of shares allocated to any of the Investors to the
nearest 100 shares.
2.3. Fees
and Expenses. All Registration Expenses incurred in connection with registrations pursuant to this Agreement shall be borne by the
Company. All Selling Expenses relating to securities registered on behalf of the Investors shall be borne by the Investors.
2.4. Registration
Procedures. In the case of each registration of Registrable Securities effected by the Company pursuant to Section 2.1
hereof, the Company shall keep the Investors advised as to the initiation of each such registration and as to the status thereof. The
Company shall use its reasonable best efforts, within the limits set forth in this Section 2.4, to:
(a) prepare
and file with the Commission such amendments and supplements to such Registration Statement and the prospectuses used in connection with
such Registration Statement as may be necessary to keep such Registration Statement effective and current and comply with the provisions
of the Securities Act with respect to the disposition of all securities covered by such Registration Statement;
(b) furnish
to the Investors such numbers of copies of a prospectus, including preliminary prospectuses, in conformity with the requirements of the
Securities Act, and such other documents as the Investors may reasonably request in order to facilitate the disposition of Registrable
Securities;
(c) use
its reasonable best efforts to register and qualify the Registrable Securities covered by such Registration Statement under such other
securities or blue sky laws of such jurisdictions in the United States as shall be reasonably requested by the Investors, provided that
the Company shall not be required in connection therewith or as a condition thereto to qualify to do business or to file a general consent
to service of process in any such states or jurisdictions;
(d) in
the event of any Underwritten Offering or Block Trade, and subject to Section 2.2(d), enter into and perform its obligations
under an underwriting agreement or Block Trade sale agreement, in usual and customary form (including any “lock-ups” on behalf
of the Company and its directors and officers), with the managing underwriter of such offering and take such other usual and customary
action as the Investors may reasonably request in order to facilitate the disposition of such Registrable Securities;
(e) notify
the Investors at any time when a prospectus relating to a Registration Statement covering any Registrable Securities is required to be
delivered under the Securities Act of the happening of any event as a result of which the prospectus included in such Registration Statement,
as then in effect, includes an untrue statement of a material fact or omits to state a material fact required to be stated therein or
necessary to make the statements therein not misleading in the light of the circumstances then existing. The Company shall use its reasonable
best efforts to amend or supplement such prospectus in order to cause such prospectus not to include any untrue statement of a material
fact or omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading in the
light of the circumstances then existing;
(f) provide
a transfer agent and registrar for all Registrable Securities registered pursuant to such Registration Statement and, if required, a CUSIP
number for all such Registrable Securities, in each case not later than the effective date of such registration;
(g) if
requested by an Investor, use reasonable best efforts to cause the Company’s transfer agent to remove any restrictive legend from
any Registrable Securities, within two business days following such request; provided, that such Investor (and its broker, as applicable)
shall be required to provide customary and appropriate letters of representation as may be reasonably requested b the Company, Company’s
counsel or the transfer agent in connection therewith).
(h) cause
to be furnished, at the request of the Investors, on the date that Registrable Securities are delivered to underwriters for sale in connection
with any Underwritten Offering or Block Trade, (i) an opinion, dated such date, of the counsel representing the Company for the purposes
of such registration, in form and substance as is customarily given to underwriters in an underwritten public offering, addressed to the
underwriters, and (ii) a letter or letters from the independent certified public accountants of the Company, in form and substance
as is customarily given by independent certified public accountants to underwriters in an underwritten public offering, addressed to the
underwriters; and
(i) cause
all such Registrable Securities included in a Registration Statement pursuant to this Agreement to be listed on each securities exchange
or other securities trading markets on which Common Stock is then listed.
2.5. The
Investors’ Obligations.
(a) Discontinuance
of Distribution. The Investors agree that, upon receipt of any notice from the Company of the occurrence of any event of the kind
described in Section 2.4(e) hereof, the Investors shall immediately discontinue disposition of Registrable Securities
pursuant to any Registration Statement covering such Registrable Securities until the Investors’ receipt of the copies of the supplemented
or amended prospectus contemplated by Section 2.4(e) hereof or receipt of notice that no supplement or amendment is required
and that the Investors’ disposition of the Registrable Securities may be resumed. The Company may provide appropriate stop orders
to enforce the provisions of this Section 2.5(a).
(b) Compliance
with Prospectus Delivery Requirements. The Investors covenant and agree that they shall comply with the prospectus delivery requirements
of the Securities Act as applicable to them or an exemption therefrom in connection with sales of Registrable Securities pursuant to any
Registration Statement filed by the Company pursuant to this Agreement.
(c) Notification
of Sale of Registrable Securities. The Investors covenant and agree that they shall notify the Company following the sale of Registrable
Securities to a third party as promptly as reasonably practicable, and in any event within thirty (30) days, following the sale of such
Registrable Securities.
2.6. Indemnification.
(a) To
the extent permitted by law, the Company shall indemnify the Investors, and, as applicable, their officers, directors, and constituent
partners, legal counsel for each Investor and each Person controlling the Investors, with respect to which registration, related qualification,
or related compliance of Registrable Securities has been effected pursuant to this Agreement, and each underwriter, if any, and each Person
who controls any underwriter within the meaning of the Securities Act against all claims, losses, damages, or liabilities (or actions
in respect thereof) to the extent such claims, losses, damages, or liabilities arise out of or are based upon (i) any untrue statement
(or alleged untrue statement) of a material fact contained in any prospectus or other document (including any related Registration Statement)
incident to any such registration, qualification, or compliance, or (ii) any omission (or alleged omission) to state therein a material
fact required to be stated therein or necessary to make the statements therein not misleading, or (iii) any violation or alleged
violation by the Company of the Securities Act, the Exchange Act, any state securities law, or any rule or regulation promulgated
under the Securities Act, the Exchange Act or any state securities law applicable to the Company and relating to action or inaction required
of the Company in connection with any such registration, qualification, or compliance; and the Company shall pay as incurred to the Investors,
each such underwriter, and each Person who controls the Investors or underwriter, any reasonable out-of-pocket legal expenses and any
other expenses reasonably incurred in connection with investigating or defending any such claim, loss, damage, liability, or action; provided,
however, that the indemnity contained in this Section 2.6(a) shall not apply to amounts paid in settlement of
any such claim, loss, damage, liability, or action if settlement is effected without the consent of the Company (which consent shall not
unreasonably be withheld); and provided, further, that the Company shall not be liable in any such case to the extent that any such claim,
loss, damage, liability, or expense arises out of or is based upon any violation by such Investor of the obligations set forth in Section 2.5
hereof or any untrue statement or omission contained in such prospectus or other document based upon written information furnished to
the Company by the Investors, such underwriter, or such controlling Person and stated to be for use therein or any bad faith or willful
misconduct of the Investor.
(b) To
the extent permitted by law, each Investor (severally and not jointly) shall, if Registrable Securities held by such Investor are included
for sale in the registration and related qualification and compliance effected pursuant to this Agreement, indemnify the Company, each
of its directors, each officer of the Company who signs the applicable Registration Statement, each legal counsel and each underwriter
of the Company’s securities covered by such a Registration Statement, each Person who controls the Company or such underwriter within
the meaning of the Securities Act against all claims, losses, damages, and liabilities (or actions in respect thereof) arising out of
or based upon (i) any untrue statement (or alleged untrue statement) of a material fact contained in any such Registration Statement,
or related document, or (ii) any omission (or alleged omission) to state therein a material fact required to be stated therein or
necessary to make the statements therein not misleading, or (iii) any violation or alleged violation by such Investor of Section 2.5
hereof, the Securities Act, the Exchange Act, any state securities law, or any rule or regulation promulgated under the Securities
Act, the Exchange Act or any state securities law applicable to such Investor and relating to action or inaction required of such Investor
in connection with any such registration and related qualification and compliance, and shall pay as incurred to such persons, any reasonable
out-of-pocket legal expenses and any other expenses reasonably incurred in connection with investigating or defending any such claim,
loss, damage, liability, or action, in each case only to the extent that such untrue statement (or alleged untrue statement) or omission
(or alleged omission) is made in (and such violation pertains to) such Registration Statement or related document in reliance upon and
in conformity with written information furnished to the Company by such Investor and stated to be specifically for use therein; provided,
however, that the indemnity contained in this Section 2.6(b) shall not apply to amounts paid in settlement of
any such claim, loss, damage, liability, or action if settlement is effected without the consent of such Investor (which consent shall
not unreasonably be withheld); provided, further, that the Investor shall not be liable in any such case to the extent that any such claim,
loss, damage, liability or expense arises out of or is based upon any bad faith willful misconduct or gross negligence of the Company;
and provided, further, that such Investor’s liability under this Section 2.6(b) (when combined with any amounts
such Investor is liable for under Section 2.6(d)) shall not exceed such Investor’s net proceeds from the offering of
securities made in connection with such registration.
(c) Promptly
after receipt by an indemnified party under this Section 2.6 of notice of the commencement of any action, such indemnified
party shall, if a claim in respect thereof is to be made against an indemnifying party under this Section 2.6, notify the
indemnifying party in writing of the commencement thereof and generally summarize such action. The indemnifying party shall have the right
to participate in and to assume the defense of such claim at its own expense; provided, however, that the indemnifying party
shall be entitled to select counsel for the defense of such claim with the approval of any parties entitled to indemnification, which
approval shall not be unreasonably withheld; provided further, however, that if either party reasonably determines that there may be a
conflict between the position of the Company and the Investors in conducting the defense of such action, suit, or proceeding by reason
of recognized claims for indemnity under this Section 2.6, then counsel for such party shall be entitled to conduct the defense
to the extent reasonably determined by such counsel to be necessary to protect the interest of such party. The failure to notify an indemnifying
party promptly of the commencement of any such action, if prejudicial to the ability of the indemnifying party to defend such action,
shall relieve such indemnifying party, to the extent so prejudiced, of any liability to the indemnified party under this Section 2.6,
but the omission so to notify the indemnifying party shall not relieve such party of any liability that such party may have to any indemnified
party otherwise than under this Section 2.6.
(d) If
the indemnification provided for in this Section 2.6 is held by a court of competent jurisdiction to be unavailable to an
indemnified party with respect to any loss, liability, claim, damage, or expense referred to therein, then the indemnifying party, in
lieu of indemnifying such indemnified party hereunder, shall contribute to the amount paid or payable by such indemnified party as a result
of such loss, liability, claim, damage, or expense in such proportion as is appropriate to reflect the relative fault of the indemnifying
party on the one hand and of the indemnified party on the other in connection with the statements or omissions that resulted in such loss,
liability, claim, damage, or expense as well as any other relevant equitable considerations. The relative fault of the indemnifying party
and of the indemnified party shall be determined by reference to, among other things, whether the untrue or alleged untrue statement of
a material fact or the omission to state a material fact relates to information supplied by the indemnifying party or by the indemnified
party and the parties’ relative intent, knowledge, access to information, and opportunity to correct or prevent such statement or
omission. In no event, however, shall (i) any amount due for contribution hereunder be in excess of the amount that would otherwise
be due under Section 2.6(a) or Section 2.6(b), as applicable, based on the limitations of such provisions
and (ii) a Person found by a court of competent jurisdiction to be liable for fraudulent misrepresentation (within the meaning of
the Securities Act), bad faith or willful misconduct be entitled to contribution from a Person who was not also found by a court of competent
jurisdiction to be liable for such fraudulent misrepresentation (within the meaning of the Securities Act), bad faith or willful misconduct.
(e) Notwithstanding
the foregoing, to the extent that the provisions on indemnification and contribution contained in the underwriting agreement entered into
in connection with an Underwritten Offering, or the Block Trade sale agreement, are in conflict with the foregoing provisions, the provisions
in the underwriting agreement or Block Trade sale agreement shall control; provided, however, that the failure of the underwriting
agreement to provide for or address a matter provided for or addressed by the foregoing provisions shall not be a conflict between the
underwriting agreement or the Block Trade sale agreement and the foregoing provisions.
(f) The
obligations of the Company and the Investors under this Section 2.6 shall survive the completion of any offering of Registrable
Securities in a Registration Statement under this Agreement or otherwise.
2.7. Information.
The Investors shall furnish to the Company such information regarding the Investors and the distribution proposed by the Investors as
the Company may reasonably request and as shall be reasonably required in connection with any registration referred to in this Agreement.
The Investors agree to, as promptly as practicable (and in any event prior to any sales made pursuant to a prospectus), furnish to the
Company all information required to be disclosed in order to make the information previously furnished to the Company by the Investors
not misleading. The Investors agree to keep confidential the receipt of any notice received pursuant to Section 2.4(e) and
the contents thereof, except as required pursuant to applicable law. Notwithstanding anything to the contrary herein, the Company shall
be under no obligation to name the Investors in any Registration Statement or include such Investors’ Registrable Securities if
the Investors have not provided the information required by this Section 2.7 with respect to the Investors as a selling securityholder
in such Registration Statement or any related prospectus.
2.8. Rule 144
Requirements. With a view to making available to the Investors the benefits of Rule 144 and any other rule or regulation
of the Commission that may at any time permit the Investors to sell Registrable Securities to the public without registration, the Company
agrees to use its reasonable best efforts to:
(a) make
and keep public information available, as those terms are understood and defined in Rule 144 at all times after the date hereof;
(b) file
with the Commission in a timely manner all reports and other documents required of the Company under the Securities Act and the Exchange
Act;
(c) prior
to the filing of the Registration Statement or any amendment thereto (whether pre-effective or post-effective), and prior to the filing
of any prospectus or prospectus supplement related thereto, to provide the Investors with copies of all of the pages thereof (if
any) that reference the Investors; and
(d) furnish
to any Investor, so long as the Investor owns any Registrable Securities, forthwith upon request (i) a written statement by the Company
that it has complied with the reporting requirements of Rule 144, (ii) a copy of the most recent annual or quarterly report
of the Company and such other reports and documents so filed by the Company, and (iii) such other information as may be reasonably
requested by an Investor in availing itself of any rule or regulation of the Commission which permits an Investor to sell any such
securities without registration.
2.9 Limitations
on Subsequent Registration Rights. From and after the date of this Agreement, the Company shall not, without prior written consent
of the Investors (not to be unreasonably withheld), enter into any agreement with any holder or prospective holder of any securities of
the Company which would provide to such holder rights with respect to the registration of such securities under the Securities Act or
the Exchange Act that would conflict with or adversely affect any of the rights provided to the Investors in this Section 2; it being
understood and agreed that any subsequent agreement of the Company with any holder or prospective holder of any securities of the Company
of the same class (or convertible into or exchange for securities of the same class) as the Registrable Securities granting such Person
rights under this Section 2 substantially equivalent to the rights of the Investors under this Section 2 will not be prohibited
by the terms of this Section 2.9.
2.10 Termination
of Status as Registrable Securities. The Registrable Securities shall cease to be Registrable Securities upon the earliest to occur
of the following events: (a) such Registrable Securities have been sold pursuant to an effective Registration Statement; (b) such
Registrable Securities have been sold by the Investors pursuant to Rule 144 (or other similar rule), (c) at any time after any
of the Investors become an affiliate of the Company, such Registrable Securities may be resold by the Investor holding such Registrable
Securities without limitations as to volume or manner of sale pursuant to Rule 144; and (d) ten (10) years after the date
of this Agreement. For purposes of this Agreement and for purposes of determining whether an Investor is an “affiliate” (as
such term is defined and used in Rule 144, and including for determining whether volume or manner of sale limitations of Rule 144
apply), the parties will assume that all convertible securities (whether equity, debt or otherwise) held by the Investors have been converted
into Common Stock.
Section 3.
Miscellaneous
3.1. Amendment.
No amendment, alteration or modification of any of the provisions of this Agreement shall be binding unless made in writing and signed
by each of the Company and the Investors.
3.2. Injunctive
Relief. It is hereby agreed and acknowledged that it shall be impossible to measure in money the damages that would be suffered if
the parties fail to comply with any of the obligations herein imposed on them and that in the event of any such failure, an aggrieved
Person shall be irreparably damaged and shall not have an adequate remedy at law. Any such Person shall, therefore, be entitled (in addition
to any other remedy to which it may be entitled in law or in equity) to injunctive relief, including, without limitation, specific performance,
to enforce such obligations, and if any action should be brought in equity to enforce any of the provisions of this Agreement, none of
the parties hereto shall raise the defense that there is an adequate remedy at law.
3.3. Notices.
All notices required or permitted under this Agreement must be in writing and sent to the address or facsimile number identified below.
Notices must be given: (a) by personal delivery, with receipt acknowledged; (b) by electronic mail followed by hard copy delivered
by the methods under clause (c) or (d); (c) by prepaid certified or registered mail, return receipt requested;
or (d) by prepaid reputable overnight delivery service. Notices shall be effective upon receipt. Either party may change its notice
address by providing the other party written notice of such change. Notices shall be delivered as follows:
If to the Investors: |
Baker Brothers Investments
860 Washington St., 3rd Floor
New York, NY 10014
Attention: Scott Lessing, President
Email: bbi_officialnotices@bbinvestments.com |
|
|
If to the Company: |
500 Unicorn Park
Suite 303,
Woburn, Massachusetts 01801
Attention: Sushil Patel
Email: sush.patel@replimune.com |
|
|
with a copy to (which shall not constitute notice): |
Morgan, Lewis & Bockius LLP
One Federal Street
Boston, MA 02110
Attention: Benjamin Stein
Email: benjamin.stein@morganlewis.com |
3.4. Governing
Law; Jurisdiction; Venue; Jury Trial.
(a) This
Agreement shall be governed by, and construed in accordance with, the law of the State of New York without giving effect to any choice
or conflict of law provision or rule (whether of the State of New York or any other jurisdiction) that would cause the application
of the laws of any jurisdiction other than the State of New York.
(b) Each
of the Company and the Investors irrevocably and unconditionally submits, for itself and its property, to the nonexclusive jurisdiction
of the courts of the State of New York sitting in the Borough of Manhattan, New York and of the United States District Court of the Southern
District of New York, and any appellate court from any thereof, in any action or proceeding arising out of or relating to this Agreement
and the transactions contemplated herein, or for recognition or enforcement of any judgment, and each of the Company and the Investors
irrevocably and unconditionally agrees that all claims in respect of any such action or proceeding may be heard and determined in such
New York state court or, to the fullest extent permitted by applicable law, in such federal court. Each of the Company and the Investors
hereto agrees that a final judgment in any such action or proceeding shall be conclusive and may be enforced in other jurisdictions by
suit on the judgment or in any other manner provided by law.
(c) Each
of the Company and the Investors irrevocably and unconditionally waives, to the fullest extent permitted by applicable law, any objection
that it may now or hereafter have to the laying of venue of any action or proceeding arising out of or relating to this Agreement and
the transactions contemplated herein in any court referred to in Section 3.4(b) hereof. Each of the Company and the Investors
hereby irrevocably waives, to the fullest extent permitted by applicable law, the defense of an inconvenient forum to the maintenance
of such action or proceeding in any such court.
(d) EACH
OF THE COMPANY AND THE INVESTORS HEREBY IRREVOCABLY WAIVES, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, ANY RIGHT IT MAY HAVE
TO A TRIAL BY JURY IN ANY LEGAL PROCEEDING DIRECTLY OR INDIRECTLY ARISING OUT OF OR RELATING TO THIS AGREEMENT OR THE TRANSACTIONS CONTEMPLATED
HEREBY (WHETHER BASED ON CONTRACT, TORT OR ANY OTHER THEORY). EACH OF THE COMPANY AND THE INVESTORS (A) CERTIFIES THAT NO REPRESENTATIVE,
AGENT OR ATTORNEY OF ANY OTHER PERSON HAS REPRESENTED, EXPRESSLY OR OTHERWISE, THAT SUCH OTHER PERSON WOULD NOT, IN THE EVENT OF
LITIGATION, SEEK TO ENFORCE THE FOREGOING WAIVER AND (B) ACKNOWLEDGES THAT EACH OF THE COMPANY AND THE INVESTORS HAS BEEN INDUCED
TO ENTER INTO THIS AGREEMENT BY, AMONG OTHER THINGS, THE MUTUAL WAIVERS AND CERTIFICATIONS IN THIS SECTION.
3.5. Successors,
Assigns and Transferees. Any and all rights, duties and obligations hereunder shall not be assigned, transferred, delegated or sublicensed
by any party hereto without the prior written consent of the other party; provided, however, that the Investors shall be
entitled to transfer Registrable Securities to one or more of their affiliates and, solely in connection therewith, may assign their rights
hereunder in respect of such transferred Registrable Securities, in each case, so long as such Investor is not relieved of any liability
or obligations hereunder, without the prior consent of the Company. Any transfer or assignment made other than as provided in the first
sentence of this Section 3.5 shall be null and void. Subject to the foregoing and except as otherwise provided herein, the
provisions of this Agreement shall inure to the benefit of, and be binding upon, the successors, permitted assigns, heirs, executors and
administrators of the parties hereto. The Company shall not consummate any recapitalization, merger, consolidation, reorganization or
other similar transaction whereby stockholders of the Company receive (either directly, through an exchange, via dividend from the Company
or otherwise) equity (the “Other Equity”) in any other entity (the “Other Entity”) with respect
to Registrable Securities hereunder, unless prior to the consummation thereof, the Other Entity assumes, by written instrument, the obligations
under this Agreement with respect to such Other Equity as if such Other Equity were Registrable Securities hereunder.
3.6. Entire
Agreement. This Agreement, together with any exhibits hereto, constitute the entire agreement between the parties relating to the
subject matter hereof and all previous agreements or arrangements between the parties, written or oral, relating to the subject matter
hereof are superseded.
3.7. Waiver.
No failure on the part of either party hereto to exercise any power, right, privilege or remedy under this Agreement, and no delay on
the part of either party hereto in exercising any power, right, privilege or remedy under this Agreement, shall operate as a waiver thereof;
and no single or partial exercise of any such power, right, privilege or remedy shall preclude any other or further exercise thereof or
of any other power, right, privilege or remedy.
3.8. Severability.
If any part of this Agreement is declared invalid or unenforceable by any court of competent jurisdiction, such declaration shall not
affect the remainder of the Agreement and the invalidated provision shall be revised in a manner that shall render such provision valid
while preserving the parties’ original intent to the maximum extent possible.
3.9. Titles
and Subtitles. The titles and subtitles used in this Agreement are used for convenience only and are not to be considered in construing
or interpreting this Agreement. All references in this Agreement to sections, paragraphs and exhibits shall, unless otherwise provided,
refer to sections and paragraphs hereof and exhibits attached hereto.
3.10. Counterparts.
This Agreement may be executed in any number of counterparts, each of which shall be enforceable against the parties that execute
such counterparts (including by facsimile or other electronic means), and all of which together shall constitute one instrument.
3.11. Term
and Termination. The Investors’ rights to demand the registration of the Registrable Securities under this Agreement, as well
as the Company’s obligations under Section 2.1 hereof, shall terminate automatically once all Registrable Securities
cease to be Registrable Securities pursuant to the terms of this Agreement.
[Remainder of Page Intentionally Left Blank;
Signature Page Follows]
IN WITNESS WHEREOF, the parties hereto have executed
this Registration Rights Agreement effective as of the day, month and year first above written.
|
COMPANY: |
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|
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replimune group, inc. |
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By: |
/s/ Sushil Patel |
|
|
Name: Sushil Patel |
|
|
Title: Chief Executive Officer |
[Signature Page to Registration
Rights Agreement]
IN WITNESS WHEREOF, the parties hereto have executed this Registration
Rights Agreement effective as of the day, month and year first above written.
|
INVESTORS: |
|
|
|
|
|
667, L.P. |
|
|
|
By: |
BAKER BROS. ADVISORS LP, management company and investment adviser to 667, L.P., pursuant to authority granted to it by Baker Biotech
Capital, L.P., general partner to 667, L.P., and not as the general partner |
|
|
|
By: |
/s/ Scott L. Lessing |
|
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Scott L. Lessing |
|
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President |
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BAKER BROTHERS LIFE SCIENCES, L.P. |
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By: |
BAKER BROS. ADVISORS LP, management company and investment adviser to BAKER BROTHERS LIFE SCIENCES, L.P., pursuant to authority granted
to it by Baker Brothers Life Sciences Capital, L.P., general partner to BAKER BROTHERS LIFE SCIENCES, L.P., and not as the general partner |
|
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By: |
/s/ Scott L. Lessing |
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Scott L. Lessing |
|
|
President |
[Signature Page to Registration
Rights Agreement]
Schedule A
The Investors
667, L.P.
BAKER BROTHERS LIFE SCIENCES, L.P.
To the above Investors:
Baker Brothers Investments
860 Washington Street
New York, NY 10014
Attn: Scott Lessing
Email: slessing@BBInvestments.com; bbi_officialnotices@BBInvestments.com
v3.25.0.1
Cover
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Mar. 05, 2025 |
Cover [Abstract] |
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Document Period End Date |
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Entity File Number |
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|
Entity Registrant Name |
REPLIMUNE GROUP, INC.
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Entity Central Index Key |
0001737953
|
Entity Tax Identification Number |
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Entity Incorporation, State or Country Code |
DE
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Entity Address, Address Line One |
500
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