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Share Name | Share Symbol | Market | Type |
---|---|---|---|
Replimune Group Inc | NASDAQ:REPL | NASDAQ | Common Stock |
Price Change | % Change | Share Price | Bid Price | Offer Price | High Price | Low Price | Open Price | Shares Traded | Last Trade | |
---|---|---|---|---|---|---|---|---|---|---|
-0.13 | -1.22% | 10.54 | 5.55 | 11.00 | 10.71 | 9.94 | 10.60 | 654,624 | 21:13:01 |
|
Delaware
(State or Other Jurisdiction of
Incorporation or Organization) |
| |
82-2082553
(I.R.S. Employer
Identification Number) |
|
| Large Accelerated filer | | | ☐ | | | Accelerated filer | | | ☐ | |
| Non-accelerated filer | | | ☒ | | | Smaller reporting company | | | ☒ | |
| | | | | | | Emerging growth company | | | ☐ | |
| | | | | 1 | | | |
| | | | | 3 | | | |
| | | | | 9 | | | |
| | | | | 11 | | | |
| | | | | 13 | | | |
| | | | | 14 | | | |
| | | | | 18 | | | |
| | | | | 20 | | | |
| | | | | 20 | | | |
| | | | | 20 | | | |
| | | | | 21 | | |
| | |
Shares of Common
Stock Beneficially Owned Prior to the Offering |
| |
Shares of
Common Stock Being Offered(1) |
| |
Shares of Common
Stock Beneficially Owned After the Offering(2) |
| | | | | | | |||||||||||||||||||||
Name of Selling Stockholder
|
| |
Number
|
| |
Percentage
|
| |
Number
|
| |
Number
|
| |
Percentage
(%) |
| | | |||||||||||||||||||
Entities affiliated with Baker Bros. Advisors LP(3)
|
| | | | 20,257,305 | | | | | | 25.8% | | | | | | 5,669,578 | | | | | | 14,587,727 | | | | | | 18.6% | | | | | ||||
Entities advised or subadvised by T. Rowe
Price Associates, Inc.(4) |
| | | | 8,435,219 | | | | | | 12.3% | | | | | | 1,417,234 | | | | | | 7,017,985 | | | | | | 10.3% | | | | | ||||
Entities affiliated with Redmile Group, LLC(5)
|
| | | | 4,946,060 | | | | | | 7.2% | | | | | | 1,417,234 | | | | | | 3,528,826 | | | | | | 5.2% | | | | | ||||
Boxer Capital, LLC(6)
|
| | | | 1,536,341 | | | | | | 2.2% | | | | | | 850,341 | | | | | | 686,000 | | | | | | 1.0% | | | | | ||||
Entities affiliated with RTW Investments,
LP(7) |
| | | | 1,133,787 | | | | | | 1.7% | | | | | | 1,133,787 | | | | | | — | | | | | | * | | | | | ||||
Entities affiliated with EcoR1 Capital, LLC(8)
|
| | | | 850,341 | | | | | | 1.2% | | | | | | 850,341 | | | | | | — | | | | | | * | | | | |
Item
|
| |
Amount
|
| |||
SEC Registration Fee
|
| | | $ | 15,790.08 | | |
Accounting Fees and Expenses
|
| | | | 25,000 | | |
Legal Fees and Expenses
|
| | | | 75,000 | | |
Miscellaneous Fees and Expenses
|
| | | | 10,000 | | |
Total
|
| | | $ | 125,790.08 | | |
Exhibit
Number |
| |
Description
|
|
3.1
|
| | Third Amended and Restated Certificate of Incorporation of Replimune Group, Inc. (incorporated by reference to Exhibit 3.1 to the Company’s Annual Report on Form 10-K, as filed on June 3, 2020) | |
3.2
|
| | | |
4.1
|
| | | |
4.2
|
| | | |
4.3
|
| | | |
5.1*
|
| | | |
23.1*
|
| | | |
23.2*
|
| | | |
24.1*
|
| | | |
107*
|
| | |
|
Name
|
| |
Title
|
| |
Date
|
|
|
/s/ Sushil Patel
Sushil Patel
|
| |
Chief Executive Officer and Director
(Principal Executive Officer) |
| |
August 8, 2024
|
|
|
/s/ Emily Hill
Emily Hill
|
| |
Chief Financial Officer
(Principal Financial Officer) |
| |
August 8, 2024
|
|
|
/s/ Andrew Schwendenman
Andrew Schwendenman
|
| |
Chief Accounting Officer
(Principal Accounting Officer) |
| |
August 8, 2024
|
|
|
/s/ Philip Astley-Sparke
Philip Astley-Sparke
|
| | Director and Executive Chairman | | |
August 8, 2024
|
|
|
/s/ Robert Coffin
Robert Coffin
|
| | Director | | |
August 8, 2024
|
|
|
/s/ Kapil Dhingra
Kapil Dhingra
|
| | Director | | |
August 8, 2024
|
|
|
/s/ Hyam Levitsky
Hyam Levitsky
|
| | Director | | |
August 8, 2024
|
|
|
/s/ Christy Oliger
Christy Oliger
|
| | Director | | |
August 8, 2024
|
|
|
/s/ Veleka Peeples-Dyer
Veleka Peeples-Dyer
|
| | Director | | |
August 8, 2024
|
|
|
Name
|
| |
Title
|
| |
Date
|
|
|
/s/ Paolo Pucci
Paolo Pucci
|
| | Director | | |
August 8, 2024
|
|
|
/s/ Joseph Slattery
Joseph Slattery
|
| | Director | | |
August 8, 2024
|
|
|
/s/ Dieter Weinand
Dieter Weinand
|
| | Director | | |
August 8, 2024
|
|
Exhibit 5.1
August 8, 2024
Replimune Group, Inc.
500 Unicorn Park Drive
Suite 303
Woburn, MA 01801
Re: | Replimune Group, Inc. Registration Statement on Form S-3 |
Ladies and Gentlemen:
We have acted as counsel to Replimune Group, Inc., a Delaware corporation (the “Company”), in connection with the filing of the Company’s Registration Statement on Form S-3 (the “Registration Statement”) under the Securities Act of 1933, as amended (the “Act”), with the Securities and Exchange Commission (the “SEC”). Capitalized terms used herein and not otherwise defined herein shall have the respective meanings set forth in the Registration Statement.
The Registration Statement relates to the proposed resale by the selling stockholders identified in the Registration Statement (the “Selling Stockholders”) of up to an aggregate of 11,338,515 shares of the Company’s common stock, par value $0.001 per share (“Common Stock”), which consist of (i) 5,668,937 shares of Common Stock held by the selling stockholders (the “Initial Shares”), and (ii) 5,669,578 shares of Common Stock (the “Pre-Funded Warrant Shares”), issuable upon the exercise of pre-funded warrants held by certain of the Selling Stockholders (the “Pre-Funded Warrants”).
In connection with this opinion letter, we have examined the Registration Statement and originals, or copies certified or otherwise identified to our satisfaction, of the Third Amended and Restated Articles of Incorporation, as amended through the date hereof, and the Amended and Restated By-laws, as in effect on the date hereof, of the Company, certain resolutions of the Company’s Board of Directors relating to the Registration Statement, and such other documents, records and other instruments as we have deemed appropriate for purposes of the opinion set forth herein.
We have assumed the genuineness of all signatures, the legal capacity of all natural persons, the authenticity of the documents submitted to us as originals, the conformity with the originals of all documents submitted to us as certified, facsimile or photostatic copies and the authenticity of the originals of all documents submitted to us as copies.
August 8, 2024
Page 2
We have also assumed that (i) the Registration Statement and any amendments thereto will have become effective and comply with all applicable laws and no stop order suspending the Registration Statement’s effectiveness will have been issued and remain in effect, in each case, at the time that any of the Initial Shares and the Pre-Funded Warrant Shares are offered and sold as contemplated by the Registration Statement and (ii) all of the Shares and the Pre-Funded Warrant Shares will be offered and sold in compliance with applicable federal and state securities laws and in the manner stated in the Registration Statement and any applicable prospectus supplement.
Based upon the foregoing and subject to the qualifications and assumptions stated herein, we are of the opinion that (i) the Initial Shares have been duly authorized, validly issued and fully paid and are non-assessable, and (ii) the Pre-Funded Warrant Shares, when duly issued and delivered in accordance with the terms of the Pre-Funded Warrants (including the payment of the applicable exercise price), and provided that a sufficient number of authorized but unissued shares of Common Stock are available at the time of such exercise, will be validly issued, fully paid and non-assessable.
We do not express any opinion with respect to the effect on the opinions stated herein of any bankruptcy, insolvency, reorganization, moratorium, fraudulent transfer, preference and other similar laws affecting creditors’ rights generally, and the opinions stated herein are limited by such laws and by general principles of equity (regardless of whether enforcement is sought in equity or at law).
The opinions expressed herein are limited to the laws of the State of Delaware and the federal securities laws of United States.
We hereby consent to the use of this opinion as Exhibit 5.1 to the Registration Statement and to the reference to us under the caption “Legal Matters” in the prospectus included in the Registration Statement. In giving such consent, we do not hereby admit that we are acting within the category of persons whose consent is required under Section 7 of the Securities Act or the rules or regulations of the SEC thereunder.
[Signature Page Follows]
August 8, 2024
Page 3
Very truly yours,
/s/ Morgan, Lewis & Bockius LLP
EXHIBIT 23.1
CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
We hereby consent to the incorporation by reference in this Registration Statement on Form S-3 of Replimune Group, Inc. of our report dated May 16, 2024 relating to the financial statements, which appears in Replimune Group, Inc.’s Annual Report on Form 10-K for the year ended March 31, 2024. We also consent to the reference to us under the heading “Experts” in such Registration Statement.
/s/ Pricewaterhouse Coopers LLP
Boston, Massachusetts
August 8, 2024
Exhibit 107
Calculation of Filing Fee Tables
S-3
(Form Type)
Replimune Group, Inc.
(Exact Name of Registrant as Specified in its Charter)
Table 1: Newly Registered and Carry Forward Securities
Security Type |
Security Class Title |
Fee Calculation or Carry Forward Rule |
Amount Registered (1) |
Proposed Maximum Offering Price Per Unit |
Maximum Aggregate Offering Price |
Fee Rate |
Amount
of Registration Fee |
Carry Forward Form Type |
Carry Forward File Number |
Carry Forward Initial effective date |
Filing Fee Previously Paid In Connection with Unsold Securities to be Carried Forward | |
Newly Registered Securities | ||||||||||||
Fees to be Paid | Equity | Common Stock, par value $0.001 per share | 457(c) | 11,338,515 | $9.44(2) | $106,978,889.03 | 0.00014760 | $15,790.08 | — | — | — | — |
Fees Previously Paid | — | — | — | — | — | — | — | — | — | — | — | — |
Carry Forward Securities | ||||||||||||
Carry Forward Securities | — | — | — | — | — | — | — | — | — | — | — | — |
Total Offering Amounts | $106,978,889.03 | — | $15,790.08 | |||||||||
Total Fees Previously Paid | — | — | — | — | ||||||||
Total Fee Offsets | — | — | — | — | ||||||||
Net Fee Due | — | — | — | $15,790.08 |
(1) | Shares of Common Stock will be offered for resale by the selling stockholders named in and pursuant to the prospectus contained in the Registration Statement to which this exhibit is attached. The Registration Statement registers the resale of an aggregate of 11,338,515 shares of the registrant’s Common Stock. Pursuant to Rule 416 under the Securities Act of 1933, as amended, or the Securities Act, the shares of Common Stock being registered hereunder include an indeterminable number of additional shares of Common Stock that may be issuable as a result of stock splits, stock dividends or similar transactions. |
(2) | Estimated solely for the purpose of calculating the amount of the registration fee pursuant to Rule 457(c) of the Securities Act, on the basis of the high and low prices for a share of the registrant’s Common Stock as reported on August 5, 2024, which date is a date within five business days prior to the filing of the Registration Statement to which this exhibit is attached. |
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