Replimune Group, Inc. filed a current report on August 10, 2026, disclosing that on August 9, 2026, the company entered into an underwriting agreement for a public offering of common stock and pre-funded warrants, with estimated net proceeds of approximately $140.5 million.

Key Highlights

  • Shares offered: 9,701,490 shares of common stock at an offering price of $12.06 per share.
  • Pre-funded warrants: Pre-funded warrants to purchase 2,736,340 shares, priced at $12.0599 per warrant, reflecting the per share price less a $0.0001 exercise price.
  • Estimated net proceeds: Approximately $140.5 million, after deducting underwriting discounts, commissions, and estimated offering expenses.
  • Underwriters: Leerink Partners LLC, J.P. Morgan Securities LLC, and Cantor Fitzgerald & Co.
  • Expected delivery: Shares and pre-funded warrants expected to be delivered on or about August 11, 2026, subject to customary closing conditions.
  • Ownership cap: Pre-funded warrant holders are restricted from exercising if doing so would result in beneficial ownership exceeding 9.99% of outstanding common stock.

Replimune Group Enters Underwriting Agreement for Stock and Warrant Offering

According to the filing, Replimune Group, Inc. (NASDAQ: REPL) entered into an underwriting agreement on August 9, 2026, with Leerink Partners LLC, J.P. Morgan Securities LLC, and Cantor Fitzgerald & Co. relating to the issuance and sale of 9,701,490 shares of common stock and pre-funded warrants to purchase an additional 2,736,340 shares. The shares are priced at $12.06 each, while the pre-funded warrants are priced at $12.0599 each, which the filing describes as equal to the per share offering price less the $0.0001 exercise price per warrant.

The company disclosed that it estimates net proceeds from the offering will be approximately $140.5 million after deducting underwriting discounts, commissions, and estimated offering expenses payable by the company. Delivery of the shares and warrants is expected on or about August 11, 2026, subject to customary closing conditions. The offering is being made pursuant to a Registration Statement on Form S-3 (Registration No. 333-287536), originally filed on May 23, 2025, and subsequently amended on November 6, 2025.

The filing notes that the pre-funded warrants are exercisable at any time after issuance, but a holder may not exercise them if doing so would cause the holder, together with affiliates, to beneficially own more than 9.99% of outstanding common stock immediately after such exercise. A holder may adjust this threshold, but not above 9.99%, by providing at least 61 days' prior written notice to the company. The filing also notes that statements regarding expected net proceeds and the closing date are forward-looking and subject to risks and uncertainties as described in the company's filings with the SEC.

What Was Disclosed

Replimune Group disclosed the pricing and terms of a public offering of common stock and pre-funded warrants, naming its underwriters, share counts, offering prices, and an estimated net proceeds figure of approximately $140.5 million, with expected closing around August 11, 2026.