What changed in this filing

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Item 1. Financial Statements

2026-02-03 compared with 2025-11-06 · 150 added, 116 removed, 538 unchanged (33% of the section changed)

3 unchanged sentences

(Amounts in thousands, except share and per share amounts)

September 30, 2025 March 31, 2025

December 31, 2025 March 31, 2025

Current assets:

5 unchanged sentences

Property, plant and equipment, net 13,847 13,739

Research and development incentives receivable, non-current

Restricted cash 1,704 1,703

18 unchanged sentences

Common stock, $ 0.001 par value;

150,000,000 shares authorized as of September 30, 2025 and March 31, 2025 ;

78,403,255 and 77,085,024 shares issued and outstanding as of September 30, 2025 and March 31, 2025, respectively

150,000,000 shares authorized as of December 31, 2025 and March 31, 2025;

79,631,167 and 77,085,024 shares issued and outstanding as of December 31, 2025 and March 31, 2025, respectively

Additional paid-in capital 1,394,198 1,358,897

7 unchanged sentences

(Amounts in thousands, except share and per share amounts)

Three Months Ended September 30, Six Months Ended September 30,

Three Months Ended December 31, Nine Months Ended December 31,

2025 2024 2025 2024

10 unchanged sentences

Other (expense) income, net ( 580 ) ( 3,281 ) ( 865 ) ( 850 )

( 876 ) 2,028 ( 284 ) 2,433

Total other income (expense), net 627 254 5,547 9,707

Loss before income taxes $ ( 71,241 ) $ ( 65,765 ) $ ( 241,034 ) $ ( 172,592 )

Income tax (benefit) provision ( 311 ) $ 575 $ ( 311 ) $ 575

Net loss $ ( 70,930 ) $ ( 66,340 ) $ ( 240,723 ) $ ( 173,167 )

5 unchanged sentences

(Amounts in thousands)

Three Months Ended September 30, Six Months Ended September 30,

Three Months Ended December 31, Nine Months Ended December 31,

2025 2024 2025 2024

1 unchanged sentence

Other comprehensive loss:

Foreign currency translation gain (loss) 751 ( 1,905 ) ( 187 ) ( 2,337 )

Net unrealized gain (loss) on short-term investments

131 1,215 ( 138 ) 1,116

Foreign currency translation gain 482 3,110 295 773

Net unrealized (loss) gain on short-term investments ( 41 ) ( 585 ) ( 179 ) 531

Comprehensive loss $ ( 70,489 ) $ ( 63,815 ) $ ( 240,607 ) $ ( 171,863 )

24 unchanged sentences

Balances as of September 30, 2025 78,403,255 78 1,376,507 ( 1,118,372 ) 5,123 263,336

Issuance of common stock through ATM sales, net of offering costs 1,079,523 1 10,363 — — 10,364

Foreign currency translation adjustment — — — — 482 482

Unrealized loss on short-term investments — — — — ( 41 ) ( 41 )

Exercise of stock options 70,000 — 281 — — 281

Vesting of RSUs 78,389 — — — — —

Stock-based compensation expense — — 7,047 — — 7,047

Net loss — — — ( 70,930 ) — ( 70,930 )

Balances as of December 31, 2025 79,631,167 $ 79 $ 1,394,198 $ ( 1,189,302 ) $ 5,564 $ 210,539

Balances as of March 31, 2024 61,415,105 $ 61 $ 1,070,874 $ ( 701,282 ) $ 4,855 $ 374,508

16 unchanged sentences

Balances as of September 30, 2024 68,394,588 68 1,185,866 ( 808,109 ) 3,634 381,459

Issuance of prefunded warrants to purchase common stock, net of issuance costs — — 48,500 — — 48,500

Issuance of common stock, net of issuance costs and underwriter fees 8,538,377 9 107,516 — — 107,525

Foreign currency translation adjustment — — — — 3,110 3,110

Unrealized gain on short-term investments — — — — ( 585 ) ( 585 )

Exercise of pre-funded warrants 22,856 — 66 — — 66

Vesting of RSUs 53,237 — — — — —

Stock-based compensation expense — — 8,639 — — 8,639

Net loss — — — ( 66,340 ) — ( 66,340 )

Balances as of December 31, 2024 77,009,058 $ 77 $ 1,350,587 $ ( 874,449 ) $ 6,159 $ 482,374

The accompanying notes are an integral part of these condensed consolidated financial statements.

2 unchanged sentences

(Amounts in thousands)

Six Months Ended September 30,

Nine Months Ended December 31,

Cash flows from operating activities:

7 unchanged sentences

Noncash interest expense 1,254 1,150

Unrealized foreign currency transaction (gains)

( 284 ) ( 2,433 )

Unrealized foreign currency transaction (gains) losses ( 865 ) 850

Changes in operating assets and liabilities:

1 unchanged sentence

Prepaid expenses and other current assets 130 99

Other non-current assets — ( 1,200 )

Accounts payable ( 5,895 ) 4,700

4 unchanged sentences

Cash flows from investing activities:

Purchases of property, plant and equipment ( 4,083 ) ( 3,753 )

Purchases of property, plant and equipment and software capitalization ( 4,218 ) ( 5,553 )

Purchase of short-term investments ( 73,941 ) ( 331,953 )

Proceeds from sales and maturities of short-term investments 302,496 321,410

Net cash provided by investing activities 149,217 30,224

Net cash provided by (used in) investing activities 224,337 ( 16,096 )

Cash flows from financing activities:

1 unchanged sentence

Proceeds from issuance of prefunded warrants to purchase common stock, net of underwriting fees and offering costs — 97,000

Proceeds from issuance of common stock through ATM sales, net of offering costs 10,364 —

Principal payment of finance lease obligation ( 538 ) ( 436 )

2 unchanged sentences

Effect of exchange rate changes on cash, cash equivalents and restricted cash 1,062 ( 125 )

Net (decrease) increase in cash, cash equivalents and restricted cash ( 8,819 ) 39,042

Net increase in cash, cash equivalents and restricted cash 11,833 97,788

Cash, cash equivalents and restricted cash at beginning of period 112,822 76,157

2 unchanged sentences

Cash paid during the period for interest 3,175 3,157

Cash paid for income taxes, net 125 105

Supplemental disclosure of non-cash investing and financing activities:

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The accompanying condensed consolidated financial statements have been prepared on the basis of continuity of operations, realization of assets and the satisfaction of liabilities and commitments in the ordinary course of business.

The Company has incurred recurring losses since its inception, including net losses of $ 83.1 million and $ 53.1 million for the three months ended September 30, 2025 and 2024, and net losses of $ 169.8 million and $ 106.8 million for the six months ended September 30, 2025 and 2024, respectively.

In addition, as of September 30, 2025, the Company had an accumulated deficit of $ 1,118.4 million.

The Company has incurred recurring losses since its inception, including net losses of $ 70.9 million and $ 66.3 million for the three months ended December 31, 2025 and 2024, and net losses of $ 240.7 million and $ 173.2 million for the nine months ended December 31, 2025 and 2024, respectively.

In addition, as of December 31, 2025, the Company had an accumulated deficit of $ 1,189.3 million.

The Company expects to continue to generate operating losses for the foreseeable future and will need to finance its future cash needs through any or a combination of equity offerings, debt financings, collaborations, strategic partnerships and alliances or licensing arrangements.

10 unchanged sentences

Unaudited interim financial information

The accompanying condensed consolidated balance sheet as of September 30, 2025, the condensed consolidated statements of operations, condensed consolidated statements of comprehensive loss and consolidated statements of stockholders’ equity for the three and six months ended September 30, 2025 and 2024 and the condensed consolidated statements of cash flows for the six months ended September 30, 2025 and 2024 are unaudited.

The unaudited interim condensed consolidated financial statements have been prepared on the same basis as the audited annual consolidated financial statements and, in the opinion of management, reflect all adjustments, which include only normal recurring adjustments, necessary for the fair statement of the Company’s financial position as of September 30, 2025 and the results of its operations for the three and six months ended September 30, 2025 and 2024 and its cash flows for the six months ended September 30, 2025 and 2024.

The financial data and other information disclosed in these consolidated notes related to the three and six months ended September 30, 2025 and 2024 are unaudited.

The results for the three and six months ended September 30, 2025 are not necessarily indicative of results to be expected for the year ending March 31, 2026, any other interim periods or any future year or period.

The financial information included herein should be read in conjunction with the financial statements and notes in the Company's Annual Report on Form 10-K for the year ended March 31, 2025, which was filed with the Securities and Exchange Commission on May 22, 2025 (the "Annual Report").

During the three and six months ended September 30, 2025, there have been no changes to the Company’s significant accounting policies as described in the Annual Report.

The accompanying condensed consolidated balance sheet as of December 31, 2025, the condensed consolidated statements of operations, condensed consolidated statements of comprehensive loss and consolidated statements of stockholders’ equity for the three and nine months ended December 31, 2025 and 2024 and the condensed consolidated statements of cash flows for the nine months ended December 31, 2025 and 2024 are unaudited.

The unaudited interim condensed consolidated financial statements have been prepared on the same basis as the audited annual consolidated financial statements and, in the opinion of management, reflect all adjustments, which include only normal recurring adjustments, necessary for the fair statement of the Company’s financial position as of December 31, 2025 and the results of its operations for the three and nine months ended December 31, 2025 and 2024 and its cash flows for the nine months ended December 31, 2025 and 2024.

The financial data and other information disclosed in these consolidated notes related to the three and nine months ended December 31, 2025 and 2024 are unaudited.

The results for the three and nine months ended December 31, 2025 are not necessarily indicative of results to be expected for the year ending March 31, 2026, any other interim periods or any future year or period.

Securities and Exchange Commission, or the SEC, on May 22, 2025 (the "Annual Report").

During the three and nine months ended December 31, 2025, there have been no changes to the Company’s significant accounting policies as described in the Annual Report.

Recently Issued Accounting Pronouncements

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The Company is currently evaluating the impact of adopting this ASU on its consolidated financial statements and related disclosures.

In September 2025, the FASB issued ASU 2025-06, "Intangibles-Goodwill and Other-Internal-Use Software (Subtopic 350-40) Targeted Improvements to the Accounting for Internal-Use Software (ASU 2025-06)", which is intended to simplify the capitalization guidance for internal-use software by removing references to project stages and clarifying when the capitalizing of eligible costs is required.

The new guidance is effective for annual periods beginning after December 15, 2027, and interim periods within those fiscal years, with early adoption permitted.

ASU 2025-06 may be applied retrospectively or prospectively.

The Company is in the process of evaluating the impact of this new guidance on its disclosures.

Fair value of financial assets and liabilities

1 unchanged sentence

Fair Value Measurements as of

September 30, 2025 Using:

December 31, 2025 Using:

Level 1 Level 2 Level 3 Total

15 unchanged sentences

The underlying securities in the money market funds held by the Company are all government backed securities.

During the three and six months ended September 30, 2025 and 2024, there were no transfers between levels.

During the three and nine months ended December 31, 2025 and 2024, there were no transfers between levels.

Valuation of cash equivalents and short-term investments

2 unchanged sentences

Treasury bonds were valued by the Company using quoted prices in active markets for similar securities, which represent a Level 2 measurement within the fair value hierarchy.

Cash equivalents consisted of money market funds at September 30, 2025 and March 31, 2025.

Cash equivalents consisted of money market funds at December 31, 2025 and March 31, 2025.

Short-term investments

As of September 30, 2025 and March 31, 2025, the Company's available-for-sale investments by type consisted of the following:

September 30, 2025

As of December 31, 2025 and March 31, 2025, the Company's available-for-sale investments by type consisted of the following:

December 31, 2025

cost Gross unrealized

9 unchanged sentences

Total $ 372,377 $ 349 $ ( 41 ) $ — $ 372,685

As of September 30, 2025 and March 31, 2025, available-for-sale securities consisted of investments that mature within one year.

As of December 31, 2025 and March 31, 2025, available-for-sale securities consisted of investments that mature within one year.

Property, plant and equipment, net

Property, plant and equipment, net consisted of the following:

September 30, 2025 March 31, 2025

December 31, 2025 March 31, 2025

Office equipment $ 1,897 $ 1,812

7 unchanged sentences

Property, plant and equipment, net $ 13,847 $ 13,739

Depreciation and amortization expense was $ 0.8 million and $ 1.7 million for the three and six months ended September 30, 2025 and $ 0.9 million and $ 1.7 million for the three and six months ended September 30, 2024.

Amortization on capitalized software for the three and six months ended September 30, 2025 was $ 0.3 million and $ 0.6 million, respectively.

Amortization of capitalized software for the three and six months ended September 30, 2024 was immaterial .

Depreciation and amortization expense, including amortization on capitalized software, was $ 0.8 million and $ 2.6 million for the three and nine months ended December 31, 2025 and $ 1.0 million and $ 2.7 million for the three and nine months ended December 31, 2024.

Amortization on capitalized software for the three and nine months ended December 31, 2025 was $ 0.3 million and $ 0.9 million, respectively.

Amortization of capitalized software for the three and nine months ended December 31, 2024 was $ 0.3 million and $ 0.4 million, respectively.

Depreciation and amortization expense is recorded within research and development and selling, general and administrative expenses in the consolidated statement of operations.

1 unchanged sentence

Accrued expenses and other current liabilities consisted of the following:

September 30, 2025 March 31, 2025

December 31, 2025 March 31, 2025

Accrued research and development costs $ 24,111 $ 19,606

25 unchanged sentences

(1) achieve a minimum amount of trailing three-month net product revenue tested on a monthly basis, (2) maintain a market capitalization in excess of $ 1.2 billion and Unrestricted Cash in an amount no less than 50 % of the outstanding amount under the Term Loan Facility, or (3) maintain Unrestricted Cash in an amount no less than 85 % of the outstanding amount under the Term Loan Facility.

During the three months ended September 30, 2025, the unrestricted cash amount, in accounts subject to a control agreement, fell below the 35 % threshold for the Company, as defined in the Loan Agreement, for one monthly reporting period.

The unrestricted cash amount was immediately rectified in the following month as a result of a cash transfer between accounts.

The Company has obtained a waiver for the debt covenant violation that occurred on that date.

The Company paid a $ 0.5 million facility charge and incurred debt issuance costs of $ 1.5 million upon closing of the Loan Agreement.

The Loan Agreement also provides for a final payment, payable upon maturity or the repayment of the obligations in full or in part (on a pro rata basis), equal to 4.95 % of the aggregate principal amount of Term Loans advanced to the Company and repaid on such date, which is being accrued on the Company's consolidated balance sheet.

The amount accrued for the final payment is $ 1.3 million as of September 30, 2025 and $ 1.0 million as of March 31, 2025.

The amount accrued for the final payment is $ 1.4 million as of December 31, 2025 and $ 1.0 million as of March 31, 2025.

Unamortized debt issuance costs and deferred financing costs are recorded as a reduction of the carrying amount on the term loan and amortized as interest expense using the effective-interest method.

Unamortized debt issuance costs and deferred financing costs of $ 0.9 million and $ 1.1 million were recorded in other assets as of September 30, 2025 and March 31, 2025, respectively.

Interest expense for the three and six months ended September 30, 2025 was $ 1.5 million and $ 3.0 million, and $ 1.4 million and $ 2.9 million for the three and six months ended September 30, 2024.

The summary of obligations under the term loan as of September 30, 2025 and March 31, 2025 consisted of the following (in thousands):

September 30, 2025 March 31, 2025

Unamortized debt issuance costs and deferred financing costs of $ 0.8 million and $ 1.1 million were recorded in other assets as of December 31, 2025 and March 31, 2025, respectively.

Interest expense for the three and nine months ended December 31, 2025 was $ 1.5 million and $ 4.4 million, and $ 1.5 million and $ 4.3 million for the three and nine months ended December 31, 2024.

The summary of obligations under the term loan as of December 31, 2025 and March 31, 2025 consisted of the following (in thousands):

December 31, 2025 March 31, 2025

Principal loan balance $ 46,985 $ 46,450

3 unchanged sentences

Long term debt, net of discount $ 47,628 $ 46,377

The annual principal payments due under the Loan Agreement as of fiscal September 30, 2025 and March 31, 2025 were as follows:

September 30, 2025 March 31, 2025

The annual principal payments due under the Loan Agreement as of fiscal December 31, 2025 and March 31, 2025 were as follows:

December 31, 2025 March 31, 2025

2027 20,131 20,145

3 unchanged sentences

8 Stockholders’ equity

As of September 30, 2025 and March 31, 2025, the Company’s certificate of incorporation, as amended and restated, authorized the Company to issue up to 150,000,000 shares of common stock, par value $ 0.001 per share.

As of December 31, 2025 and March 31, 2025, the Company’s certificate of incorporation, as amended and restated, authorized the Company to issue up to 150,000,000 shares of common stock, par value $ 0.001 per share.

The Company had reserved for common stock for the exercise of outstanding stock options and the vesting of restricted stock units, the number of shares remaining available for grant under the Company’s 2018 Omnibus Incentive Compensation Plan and the Company’s Employee Stock Purchase Plan (see Note 10) and the exercise of the outstanding warrants to purchase shares of common stock as follows:

September 30, 2025 March 31, 2025

December 31, 2025 March 31, 2025

Stock options, issued and outstanding 11,927,970 10,214,878

6 unchanged sentences

Undesignated preferred stock

As of September 30, 2025, the Company’s certificate of incorporation, as amended and restated, authorized the Company to issue up to 10,000,000 shares of undesignated preferred stock, par value $ 0.001 per share.

There were no undesignated preferred shares issued or outstanding as of September 30, 2025.

As of December 31, 2025, the Company’s certificate of incorporation, as amended and restated, authorized the Company to issue up to 10,000,000 shares of undesignated preferred stock, par value $ 0.001 per share.

There were no undesignated preferred shares issued or outstanding as of December 31, 2025.

On August 3, 2023, the Company and Leerink Partners LLC (the "Agent") entered into a sales agreement, which was subsequently amended on May 16, 2024, November 25, 2024 and May 22, 2025 (as so amended, the "2023 Sales Agreement").

Under the 2023 Sales Agreement, the Company may sell, from time to time, at its option, up to an aggregate of $ 100.0 million of shares of the Company's common stock, $ 0.001 par value shares (the "Shares"), through the Agent, as the Company's sales agent.

Any Shares to be offered and sold under the 2023 Sales Agreement will be issued and sold (i) by methods deemed to be an “at the market offering” (“ATM”) as defined in Rule 415(a)(4) promulgated under the Securities Act of 1933, as amended, or if authorized by the Company, in negotiated transactions or block trades, and (ii) pursuant to a registration statement on Form S-3 filed by the Company with the Securities and Exchange Commission on May 22, 2025, as may be amended from time to time, for an offering of various securities, including shares of the Company’s common stock, preferred stock, debt securities, warrants and/or units for sale to the public in one or more public offerings.

Subject to the terms of the 2023 Sales Agreement, the Agent will use reasonable efforts to sell the Shares from time to time, based upon the Company’s instructions (including any price, time or size limits or other customary parameters or conditions the Company may impose).

Any Shares to be offered and sold under the 2023 Sales Agreement will be issued and sold (i) by methods deemed to be an “at the market offering” (“ATM”) as defined in Rule 415(a)(4) promulgated under the Securities Act of 1933, as amended, or if authorized by the Company, in negotiated transactions or block trades, and (ii) pursuant to a registration statement on Form S-3 filed by the Company with the SEC on November 6, 2025, which became effective in accordance with the provisions of Section 8(a) of the Securities Act of 1933, as may be amended from time to time, for an offering of various securities, including shares of the Company’s common stock, preferred stock, debt securities, warrants and/or units for sale to the public in one or more public offerings.

conditions the Company may impose).

The Company will pay the Agent a commission of up to 3.0 % of the gross proceeds from the sale of the Shares.

The Company has also agreed to provide the Agent with customary indemnification rights.

During the three and six months ended September 30, 2025, the Company did not issue or sell any shares under the 2023 Sales Agreement.

The Company cannot provide any assurances that it will issue any Shares pursuant to the 2023 Sales Agreement.

During the three and nine months ended December 31, 2025, pursuant to the 2023 Sales Agreement, the Company issued and sold an aggregate of 1,079,523 shares of its common stock, resulting in net proceeds of $ 10.4 million, with $ 89.3 million left to sell under the Agreement.

During the three and nine months ended December 31, 2024, the Company did not issue or sell any shares under the 2023 Sales Agreement.

Equity offerings

8 unchanged sentences

The 14,058,153 shares of the Company's common stock underlying the pre-funded warrants issued by the Company are not included in the number of issued and outstanding shares of the Company’s common stock as reported on the consolidated balance sheet, though they are included in the Company's annual pool increase calculation as described in Note 10, as well as the weighted average outstanding common stock in the calculation of basic and diluted net loss per share, as described below in Note 11.

During the three and six months ended September 30, 2025, one pre-IPO warrant holder exercised 248,672 of the Company's pre-funded warrants for an exercise price of $ 1.01 per pre-funded warrant.

During the nine months ended December 31, 2025, one pre-IPO warrant holder exercised 248,672 of the Company's pre-funded warrants for an exercise price of $ 1.01 per pre-funded warrant.

In addition, a second holder of the Company's pre-IPO warrants exercised 248,672 of the Company's pre-funded warrants for an exercise price of $ 1.01 per pre-funded warrant.

5 unchanged sentences

Three Months Ended

September 30, Six Months Ended

September 30,

December 31, Nine Months Ended

2025 2024 2025 2024

2 unchanged sentences

$ 7,047 $ 8,639 $ 24,147 $ 26,764

The following table summarizes stock-based compensation expense by award type for the three and six months ended September 30, 2025 and 2024:

The following table summarizes stock-based compensation expense by award type for the three and nine months ended December 31, 2025 and 2024:

Three Months Ended

September 30, Six Months Ended September 30,

December 31, Nine Months Ended December 31,

2025 2024 2025 2024

10 unchanged sentences

On April 1, 2025, the number of shares reserved for issuance under the 2018 Plan automatically increased by 3,645,727 shares pursuant to the terms of the 2018 Plan and based on total number of shares of common stock outstanding on March 31, 2025.

As of September 30, 2025, 1,897,696 shares remained available for future grants under the 2018 Plan.

As of December 31, 2025, 1,461,563 shares remained available for future grants under the 2018 Plan.

The 2018 Plan is administered by the board of directors or, at the discretion of the board of directors, by a committee of the board of directors.

6 unchanged sentences

The RSUs typically vest over four approximately equal annual installments with the first such installment occurring on a designated vesting date that is approximately on the one-year anniversary of the date of grant and the subsequent installments occurring on the subsequent three annual anniversaries of the designated vesting date.

In 2024 the Board of Directors approved the award of performance stock units ("PSUs"), under the

2018 Plan in addition to the aforementioned stock option awards and RSUs available as part of the Company’s equity incentive for employees, officers, advisors and consultants of the Company.

In 2024, the Company's board of directors approved the award of performance stock units ("PSUs"),

under the 2018 Plan in addition to the aforementioned stock option awards and RSUs available as part of the Company’s equity incentive for employees, officers, advisors and consultants of the Company.

The PSUs will become vested, if at all, upon the achievement of the approval of the Company's first Biologics License Application ("BLA") for RP1 by the Food and Drug Administration ("FDA") no later than June 30, 2026, and the expense recognized for these awards is based on the grant date fair value of the Company's common stock multiplied by the number of units granted.

The timing of recognition of this stock-based compensation expense is subject to our judgment as to when the performance conditions are considered probable of being achieved.

The Company did no t grant any PSUs under the 2018 Plan during the six months ended September 30, 2025 and the Company granted 246,110 PSUs under the 2018 Plan during the six months ended September 30, 2024.

The Company did no t grant any PSUs under the 2018 Plan during the nine months ended December 31, 2025 and the Company granted 246,110 PSUs under the 2018 Plan during the nine months ended December 31, 2024.

As more fully described within this Quarterly Report on Form 10-Q, the FDA has accepted the resubmission of the BLA for RP1 in combination with nivolumab for the treatment of advanced melanoma.

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The inducement grants are included in the stock option and RSU award tables below.

During the six months ended September 30, 2025 and 2024, the Company granted 202,945 and 75,000 nonqualified stock options to purchase shares of the Company's common stock, and 333,130 and 50,000 restricted stock units under employment inducement grants.

During the nine months ended December 31, 2025 and 2024, the Company granted 202,945 and 124,065 nonqualified stock options to purchase shares of the Company's common stock, and 333,130 and 148,190 restricted stock units under employment inducement grants.

Stock option valuation

6 unchanged sentences

Three Months Ended

September 30, Six Months Ended

September 30,

December 31, Nine Months Ended

2025 2024 2025 2024

12 unchanged sentences

Cancelled ( 399,666 ) $ 13.60

Outstanding as of September 30, 2025 12,232,757 $ 14.04 6.34 $ 1,116

Options exercisable as of September 30, 2025 7,892,224 $ 16.05 4.98 $ 1,116

Options vested and expected to vest as of September 30, 2025 12,232,757 $ 14.04 6.34 $ 1,116

As of September 30, 2025, there was $ 27.6 million of unrecognized compensation cost related to unvested common stock options, which is expected to be recognized over a weighted average period of 2.6 years.

The weighted average grant-date fair value of stock options granted during the six months ended September 30, 2025 and 2024 was $ 5.81 and $ 5.51 , respectively.

The aggregate intrinsic value of stock options exercised during the six months ended September 30, 2025 was immaterial .

The aggregate intrinsic value of stock options exercised during the six months ended September 30, 2024 was $ 0.3 million.

Outstanding as of December 31, 2025 11,927,970 $ 14.10 5.83 $ 12,758

Options exercisable as of December 31, 2025 8,014,980 $ 16.09 4.48 $ 8,281

Options vested and expected to vest as of December 31, 2025 11,927,970 $ 14.10 5.83 $ 12,758

As of December 31, 2025, there was $ 22.6 million of unrecognized compensation cost related to unvested common stock options, which is expected to be recognized over a weighted average period of 2.5 years.

The weighted average grant-date fair value of stock options granted during the nine months ended December 31, 2025 and 2024 was $ 5.84 and $ 5.60 , respectively.

The aggregate intrinsic value of stock options exercised during the nine months ended December 31, 2025 and 2024 was $ 0.4 million and $ 0.5 million, respectively.

Restricted and performance stock units

The fair value of each RSU and PSU is estimated on the date of grant based on the fair value of our common stock on that same date.

In January 2024, the Board approved a one-time PSU award under the 2018 Plan for all employees at the vice president level and below as of January 31, 2024, subject to non-market performance and service conditions.

In January 2024, the Company's board of directors approved a one-time PSU award under the 2018 Plan for all employees at the vice president level and below as of January 31, 2024, subject to non-market performance and service conditions.

The grants will become vested, if at all, upon the achievement of the approval of the Company’s first BLA for RP1 by the FDA no later than June 30, 2026.

3 unchanged sentences

The Company reassesses the probability of achieving the performance condition at each reporting period.

As of September 30, 2025, the Company has not recognized any expense related to PSUs.

A summary of the changes in the Company's RSUs and PSUs during the six months ended September 30, 2025 is as follows:

As of December 31, 2025, the Company has not recognized any expense related to PSUs.

A summary of the changes in the Company's RSUs and PSUs during the nine months ended December 31, 2025 is as follows:

Number of Restricted Shares Weighted

4 unchanged sentences

Cancelled ( 515,352 ) 10.57

Outstanding as of September 30, 2025 5,107,447 $ 9.96

As of September 30, 2025, there was $ 38.8 million of unrecognized compensation cost related to unvested restricted stock units, which is expected to be recognized over a weighted average period of 2.63 years.

Outstanding as of December 31, 2025 5,663,023 $ 9.76

As of December 31, 2025, there was $ 41.5 million of unrecognized compensation cost related to unvested restricted stock units, which is expected to be recognized over a weighted average period of 2.35 years.

In addition, unrecognized compensation costs related to performance based awards tied to the achievement of a company milestone account for approximately $ 4.2 million.

2 unchanged sentences

Basic and diluted net loss per share attributable to common stockholders was calculated as follows:

Three Months Ended September 30, Six Months Ended September 30,

Three Months Ended December 31, Nine Months Ended December 31,

2025 2024 2025 2024

7 unchanged sentences

potential common shares, presented based on amounts outstanding at each period end, from the computation of diluted net loss per share for the periods indicated because including them would have had an anti-dilutive effect:

Three and Six Months Ended September 30,

Three and Nine Months Ended December 31,

Options to purchase common stock 11,927,970 10,213,861

24 unchanged sentences

The Company will recognize any amounts received from Roche in connection with this agreement as an offset to research and development expense within the consolidated statement of operations.

During the three and six months ended September 30, 2025 and 2024, the Company did not make any payments to Roche under the terms of the agreement.

During the three and nine months ended December 31, 2025 and 2024, the Company did not make any payments to Roche under the terms of the agreement.

The Company did no t record any costs as an offset to research and development

expenses during the three and six months ended September 30, 2025 and 2024.

During the six months ended September 30, 2025 and 2024, the Company received payments under the terms of the agreement from Roche of $ 0.0 million and $ 1.8 million, respectively.

As of September 30, 2025 and March 31, 2025, no receivables were recorded from Roche in connection with this agreement.

expenses during the three and nine months ended December 31, 2025 and 2024.

During the nine months ended December 31, 2025 and 2024, the Company received payments under the terms of the agreement from Roche of $ 0.0 million and $ 1.8 million, respectively.

As of December 31, 2025 and March 31, 2025, no receivables were recorded from Roche in connection with this agreement.

In August 2023 the Company entered into a Settlement Agreement with Amgen and mutually agreed to terminate the Company's challenges to Amgen's patents.

1 unchanged sentence

14 Commitments and contingencies

The table below presents the lease-related costs which are included in the consolidated statements of operations for the three and six months ended September 30, 2025 and 2024:

Three Months Ended September 30, Six Months Ended September 30,

The table below presents the lease-related costs which are included in the consolidated statements of operations for the three and nine months ended December 31, 2025 and 2024:

Three Months Ended December 31, Nine Months Ended December 31,

2025 2024 2025 2024

4 unchanged sentences

Total lease cost $ 1,411 $ 1,418 $ 4,240 $ 4,264

The following table summarizes the classification of lease costs in the consolidated statement of operations for the three and six months ended September 30, 2025 and 2024 as follows:

Three Months Ended September 30, Six Months Ended September 30,

The following table summarizes the classification of lease costs in the consolidated statement of operations for the three and nine months ended December 31, 2025 and 2024 as follows:

Three Months Ended December 31, Nine Months Ended December 31,

2025 2024 2025 2024

1 unchanged sentence

Research and development $ 607 $ 607 $ 1,821 $ 1,821

Other expenses (income)

Other expenses

514 528 1,553 1,594

3 unchanged sentences

Total lease cost $ 1,411 $ 1,418 $ 4,240 $ 4,264

The following table summarizes the maturity of the Company's lease liabilities on an undiscounted cash flow basis by fiscal year and a reconciliation to the operating and financing lease liabilities recognized on its balance sheet as of September 30, 2025:

September 30, 2025

December 31, 2025

Operating leases Financing lease Total

2026 (remaining six months) $ 604 $ 1,417 $ 2,021

2026 (remaining three months) $ 302 $ 708 $ 1,010

2027 1,170 2,883 4,053

6 unchanged sentences

Total lease liabilities $ 3,727 $ 24,991 $ 28,718

The following table provides lease disclosure as of September 30, 2025 and March 31, 2025:

September 30, 2025 March 31, 2025

The following table provides lease disclosure as of December 31, 2025 and March 31, 2025:

December 31, 2025 March 31, 2025

Right-of-use operating lease asset $ 3,498 $ 3,998

6 unchanged sentences

Total lease liabilities $ 28,718 $ 29,788

The following table provides lease disclosure for the six months ended September 30, 2025 and 2024:

Six Months Ended September 30,

The following table provides lease disclosure for the nine months ended December 31, 2025 and 2024:

Nine Months Ended December 31,

Other information

3 unchanged sentences

Financing cash flows from finance leases $ 538 $ 436

Right-to-use asset obtained in exchange for new operating lease liabilities $ — $ —

Right-of-use asset obtained in exchange for new operating lease liabilities

Weighted-average remaining lease term - operating leases 4.0 years 4.9 years

2 unchanged sentences

Weighted-average discount rate - financing leases 8.3 % 8.3 %

The variable lease costs and short-term lease costs were insignificant for the three and six months ended September 30, 2025 and 2024.

The variable lease costs and short-term lease costs were insignificant for the three and nine months ended December 31, 2025 and 2024.

Manufacturing commitments

The Company has entered into an agreement with a contract manufacturing organization to provide clinical trial products.

As of September 30, 2025 and March 31, 2025, the Company had committed to minimum payments under these arrangements totaling $ 0.8 million and $ 0.8 million, respectively.

As of December 31, 2025 and March 31, 2025, the Company had committed to minimum payments under these arrangements totaling $ 0.8 million and $ 0.8 million, respectively.

Indemnification agreements

3 unchanged sentences

To date, the Company has not incurred any material costs as a result of such indemnifications.

The Company is not aware of any claims under indemnification arrangements, and therefore it has not accrued any liabilities related to such obligations in its condensed consolidated financial statements as of September 30, 2025 or March 31, 2025.

Legal proceedings

5 unchanged sentences

Replimune Group, Inc.

1:25-cv-12085-JEK, was filed shortly after the Company announced it received a complete response letter from the FDA for its RP1 BLA for the treatment of advanced melanoma on July 22, 2025 and the subsequent decline in the trading price of the Company's common stock.

The Court is in the process of appointing a lead plaintiff.

1:25-cv-12085-JEK, was filed shortly after the Company announced it received a complete response letter, or CRL, from the FDA for its RP1 BLA for the treatment of advanced melanoma on July 22, 2025 and the subsequent decline in the trading price of the Company's common stock.

The Court has appointed a lead plaintiff, or the Lead Plaintiff.

On January 13, 2026, Lead Plaintiff filed an amended complaint.

The Company and the other defendants deny any wrongdoing and will vigorously defend this action.

4 unchanged sentences

The plaintiffs allege substantially similar facts as the class action complaint and assert that the Company’s directors and officers breached their fiduciary duties.

The parties are in the process of consolidating the derivative actions and negotiating a stay pending further developments in the class action.

On September 10, 2025, the Company received a letter from a shareholder demanding that the Board of Directors take action to address alleged wrongdoing by certain directors and officers.

The parties have consolidated the derivative actions and agreed to a stay pending further developments in the class action.

On September 10, 2025, the Company received a letter from a shareholder demanding that the Company's board of directors take action to address alleged wrongdoing by certain directors and officers.

The demand letter alleged substantially similar facts as the class action and derivative action complaints.

The Board determined to defer action on the demand pending further developments in the class action.

On September 29, 2025, the U.S.

Securities and Exchange Commission, or the SEC, informed the Company that it is conducting an investigation and requested that the Company produce certain documents and communications connected with the RP1 BLA.

The board of directors determined to defer action on the demand pending further developments in the class action.

On September 29, 2025, the SEC informed the Company that it is conducting an investigation and requested that the Company produce certain documents and communications connected with the RP1 BLA.

The investigation is reviewing essentially the same subject matter raised in the litigation following the CRL.

The Company intends to cooperate with the SEC’s investigation and provide the requested materials.

The Company is cooperating with the SEC’s investigation and providing the requested materials.

As the matters noted above are preliminary, the Company is unable to determine whether any loss will ultimately occur and cannot reasonably estimate the range of expected exposure.

Therefore, the Company has not recorded any liability in the condensed consolidated financial statements as of and for the three and six months ended September 30, 2025.

Therefore, the Company has not recorded any liability in the condensed consolidated financial statements as of and for the three and nine months ended December 31, 2025.

15 Income taxes

The Company did no t record an income tax provision for the three and six months ended September 30, 2025 or 2024 as a result of forecasted United States and United Kingdom losses for the respective years.

During the three and nine months ended December 31, 2025 and 2024, the Company recorded no income tax benefits for the net operating losses incurred in the United Kingdom in each period due to its uncertainty of realizing a benefit from those items.

During the three and nine months ended December 31, 2025, the Company recorded $ 0.3 million of an income tax benefit in the United States related to a provision to return adjustment.

For the three and nine months ended December 31, 2024, the Company recorded an income tax provision of $ 0.6 million which was primarily due to forecasted U.S.

taxable income for the year that was not fully offset by available net operating loss and tax credit carryforwards, as well as a provision to return adjustment.

The Company’s tax provision and the resulting effective tax rate for interim periods is determined based upon its estimated annual effective tax rate (“AETR”), adjusted for the effect of discrete items arising in that quarter.

The impact of such inclusions could result in a higher or lower effective tax rate during a particular quarter, based upon the mix and timing of

actual earnings or losses versus annual projections.

In each quarter, the Company updates its estimate of the annual effective tax rate, and if the estimated annual tax rate changes, a cumulative adjustment is made in that quarter.

The Company has evaluated the positive and negative evidence bearing upon its ability to realize its deferred tax assets both in the United States and United Kingdom, which primarily consist of net operating loss carryforwards.

The Company has considered its history of cumulative net losses, future reversals of existing taxable temporary differences, estimated future taxable income and prudent feasible tax planning strategies and has concluded that it is more likely than not that the Company will not realize the benefits of its deferred tax assets.

As a result, as of September 30, 2025 and March 31, 2025, the Company has recorded a full valuation allowance against its net deferred tax assets.

As a result, as of December 31, 2025 and March 31, 2025, the Company has recorded a full valuation allowance against its net deferred tax assets.

On July 4, 2025, the One Big Beautiful Bill Act ("OBBBA") was signed into law.

7 unchanged sentences

Information about the Company’s long-lived assets held in different geographic regions is presented in the table below:

September 30, 2025 March 31, 2025

December 31, 2025 March 31, 2025

United States $ 12,938 $ 12,820

6 unchanged sentences

The CODM reviews consolidated operating results, and uses the Company's loss from operations and consolidated net income (loss), in order to monitor actual results as compared to the budget, and to determine how best to allocate the Company's operating and capital resources, specifically as it relates to the Company's development programs.

The following table presents selected financial information with respect to the Company's single operating segment, including significant segment expenses by program, for the three and six months ended September 30, 2025 and 2024:

Three Months Ended

September 30, Six Months Ended

September 30,

December 31, Nine Months Ended

2025 2024 2025 2024

16 unchanged sentences

Other income (expense), net 627 $ 254 $ 5,547 $ 9,707

Loss before income taxes $ ( 71,241 ) $ ( 65,765 ) $ ( 241,034 ) $ ( 172,592 )

Income tax (benefit) provision

( 311 ) 575 ( 311 ) 575

Net loss ( 70,930 ) ( 66,340 ) ( 240,723 ) ( 173,167 )

1 unchanged sentence

18 Subsequent Events

On October 20, 2025, the Company announced that the FDA had accepted the resubmission of the BLA for RP1 in combination with nivolumab for the treatment of advanced melanoma in patients who progress on anti-PD-1 containing regimen.

The PDUFA date set by the FDA is April 10, 2026 based on a Class II resubmission timeline.

Sales of Common Stock Pursuant to At-The-Market Facility

In January 2026, pursuant to the 2023 Sales Agreement, the Company issued and sold an aggregate of 2,940,452 shares of its common stock, resulting in net proceeds of $ 20.8 million.

Debt Amendment

In January 2026, a third amendment was made to the Company's Loan Agreement (the "Third Amendment") with Hercules on January 29, 2026 pursuant to which the Company drew down the tranche 3 loan advance amount of $ 35.0 million.

The Third Amendment maintained a $ 200.0 million maximum principal amount and re-allocated the future tranches extending through December 2027, subject to the terms and conditions of the Loan Agreement.

In addition, the Third Amendment extended the amortization date, with a balloon payment, inclusive of accrued interest and principal due on the maturity date of October 1, 2027.

The Amendment provides that if the Company receives FDA approval prior to October 1, 2027, the amortization and maturity date shall be extended to October 1, 2029.

Borrowings under the Loan Agreement are repayable in monthly interest-only payments through September 2027, with the outstanding principal balance of the Term Loan Facility bearing interest payable in cash at a rate per annum equal to the greater of (i) 8.50 % and (ii) the Prime Rate plus 1.75 %.

In addition, the Third Amendment extended the financial covenant date to be the later of (i) July 1, 2026 and (ii) the date on which the aggregate outstanding principal amount of the Term Loan Facility is equal to or greater than $ 100.0 million .

Compared sentence by sentence after normalising whitespace, quotation marks, case and digits, so re-formatting and restated figures do not read as changed language. Wording changes appear as one removal and one addition. The current filing and the prior one are authoritative.

What changed 10-Q

Item 1. Financial Statements