05/16/2024 | Press release | Distributed by Public on 05/16/2024 06:12
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Delaware
(State or Other Jurisdiction of
Incorporation or Organization) |
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82-2082553
(I.R.S. Employer
Identification Number) |
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| Large accelerated filer ☐ | | | Accelerated filer ☐ | | | Non-accelerated filer ☒ | | |
Smaller reporting company ☒
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Emerging growth company ☐
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Page
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ABOUT THIS PROSPECTUS
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| | | | 1 | | |
MARKET DATA
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| | | | 2 | | |
PROSPECTUS SUMMARY
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| | | | 3 | | |
RISK FACTORS
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| | | | 6 | | |
CAUTIONARY STATEMENT REGARDING FORWARD-LOOKING STATEMENTS
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| | | | 7 | | |
USE OF PROCEEDS
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| | | | 9 | | |
THE SECURITIES WE MAY OFFER
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| | | | 10 | | |
DESCRIPTION OF CAPITAL STOCK
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| | | | 11 | | |
DESCRIPTION OF DEBT SECURITIES
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| | | | 16 | | |
DESCRIPTION OF WARRANTS
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| | | | 23 | | |
DESCRIPTION OF UNITS
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| | | | 25 | | |
FORMS OF SECURITIES
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| | | | 26 | | |
PLAN OF DISTRIBUTION
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| | | | 28 | | |
LEGAL MATTERS
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| | | | 31 | | |
EXPERTS
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| | | | 31 | | |
WHERE YOU CAN FIND MORE INFORMATION
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| | | | 31 | | |
INCORPORATION OF CERTAIN INFORMATION BY REFERENCE
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| | | | 32 | | |
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Page
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ABOUT THIS PROSPECTUS
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| | | | 1 | | |
MARKET DATA
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| | | | 2 | | |
PROSPECTUS SUMMARY
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| | | | 3 | | |
THE OFFERING
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| | | | 6 | | |
RISK FACTORS
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| | | | 7 | | |
CAUTIONARY STATEMENT REGARDING FORWARD-LOOKING STATEMENTS
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| | | | 9 | | |
USE OF PROCEEDS
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| | | | 11 | | |
DILUTION
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| | | | 12 | | |
MATERIAL UNITED STATES FEDERAL INCOME TAX CONSIDERATIONS FOR NON-U.S. HOLDERS
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| | | | 13 | | |
PLAN OF DISTRIBUTION
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| | | | 16 | | |
LEGAL MATTERS
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| | | | 18 | | |
EXPERTS
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| | | | 18 | | |
WHERE YOU CAN FIND MORE INFORMATION
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| | | | 18 | | |
INCORPORATION OF CERTAIN INFORMATION BY REFERENCE
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| | | | 19 | | |
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Assumed offering price per share
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| | | | | | | | | $ | 6.59 | | |
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Net tangible book value per share as March 31, 2024
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| | | $ | 6.10 | | | | | | | | |
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Increase in net tangible book value per share attributable to the offering
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| | | | 0.05 | | | | | | | | |
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As adjusted net tangible book value per share after giving effect to this offering
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| | | | | | | | | | 6.15 | | |
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Dilution per share to new investors participating in the offering
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| | | | | | | | | $ | 0.44 | | |
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SEC registration fee
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| | | $ | 20,789.88 | | |
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Legal fees and expenses
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(1)
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Accounting fees and expenses
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(1)
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Printing expenses
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(1)
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Transfer and registrar fee
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(1)
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Miscellaneous
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(1)
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Total
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(1)
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Incorporated by Reference
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Exhibit
Number |
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Exhibit
Description |
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Form
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Date
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Number
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| 1.1* | | | Form of Underwriting Agreement | | | | | | | | | | |
| 1.2 | | | | |
S-3
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| | August 3, 2023 | | |
1.2
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| 1.3 | | | Amendment No. 1 to Sales Agreement, dated as of May 16, 2024, by and between Replimune Group, Inc. and Leerink Partners LLC | | | | | | | | | | |
| 3.1 | | | Third Amended and Restated Certificate of Incorporation of Replimune Group, Inc. (conformed to include the Certificate of Amendment to the Third Amended and Restated Certificate of Incorporation filed on September 9, 2019) | | |
10-K
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| | June 3, 2020 | | |
3.1
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| 3.2 | | | | |
8-K
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| | July 24, 2018 | | |
3.2
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| 4.1 | | | | |
S-1/A
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| | July 10, 2018 | | |
4.1
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| 4.2 | | | | |
S-1
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| | June 22, 2018 | | |
4.2
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| 4.3 | | | | |
8-K
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November 18, 2019
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4.1
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| 4.4 | | | | |
8-K
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| | June 10, 2020 | | |
4.1
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| 4.5 | | | | |
8-K
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December 12, 2022
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4.1
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| 4.6* | | | Form of certificate of designation with respect to any preferred stock issued hereunder and the related form of preferred stock certificate | | | | | | | | | | |
| 4.7 | | | | |
S-3
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| | August 3, 2023 | | |
4.7
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| 4.8* | | | Form of debt security | | | | | | | | | | |
| 4.9* | | | Form of Warrant Agreement and Warrant Certificate | | | | | | | | | | |
| 4.10* | | | Form of Unit Agreement and Unit Certificate | | | | | | | | | | |
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Incorporated by Reference
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Exhibit
Number |
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Exhibit
Description |
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Form
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Date
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Number
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| 5.1 | | |
Opinion of Morgan, Lewis & Bockius LLP
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| 23.1 | | |
Consent of Morgan, Lewis & Bockius LLP (included in Exhibit 5.1)
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| 23.2 | | |
Consent of PricewaterhouseCoopers LLP, Independent Registered Public Accounting Firm
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| 24.1 | | |
Power of Attorney (incorporated by reference to the signature page hereto).
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| 25.1** | | | Form T-1 Statement of Eligibility of Trustee under the Indenture | | | | | | | | | | |
| 107 | | |
Filing Fee Table
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Name
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Title
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Date
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/s/ Sushil Patel
Sushil Patel
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| | Chief Executive Officer and Director (Principal Executive Officer) | | |
May 16, 2024
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/s/ Emily Hill
Emily Hill
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| | Chief Financial Officer (Principal Financial Officer) | | |
May 16, 2024
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/s/ Andrew Schwendenman
Andrew Schwendenman
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| | Chief Accounting Officer (Principal Accounting Officer) | | |
May 16, 2024
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/s/ Philip Astley-Sparke
Philip Astley-Sparke
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| | Director | | |
May 16, 2024
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/s/ Robert Coffin
Robert Coffin
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| | Director | | |
May 16, 2024
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/s/ Kapil Dhingra
Kapil Dhingra
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| | Director | | |
May 16, 2024
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/s/ Hyam Levitsky
Hyam Levitsky
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| | Director | | |
May 16, 2024
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/s/ Christy Oliger
Christy Oliger
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| | Director | | |
May 16, 2024
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Name
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Title
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Date
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/s/ Veleka Peeples-Dyer
Veleka Peeples-Dyer
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| | Director | | |
May 16, 2024
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/s/ Paolo Pucci
Paolo Pucci
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| | Director | | |
May 16, 2024
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/s/ Joseph Slattery
Joseph Slattery
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| | Director | | |
May 16, 2024
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/s/ Dieter Weinand
Dieter Weinand
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| | Director | | |
May 16, 2024
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