Replimune Group, Inc. 10-Q

Item 1. Financial Statements. REPLIMUNE GROUP, INC. CONDENSED CONSOLIDATED BALANCE SHEETS (Amounts in thousands, except share and per share amounts) (Unaudited) December 31, 2025 March 31, 2025 Assets Current assets: Cash and cash equivalents $ 122,951 $ 111,119 Short-term investments 146,186 372,685 Research and development incentives receivable 2,955 3,725 Prepaid expenses and other current assets 8,262 8,351 Total current assets 280,354 495,880 Property, plant and equipment, net 13,847 13,739 Restricted cash 1,704 1,703 Other non-current assets 1,200 1,200 Right-of-use asset - operating leases 3,498 3,998 Right-of-use asset - financing leases 32,987 34,808 Total assets $ 333,590 $ 551,328 Liabilities and Stockholders' Equity Current liabilities: Accounts payable $ 5,647 $ 12,463 Accrued expenses and other current liabilities 40,365 45,916 Operating lease liabilities, current 1,213 1,184 Financing lease liabilities, current 2,862 2,799 Total current liabilities 50,087 62,362 Operating lease liabilities, non-current 2,514 3,076 Financing lease liabilities, non-current 22,129 22,729 Long term debt, net of discount 47,628 46,377 Other liabilities, non-current 693 941 Total liabilities 123,051 135,485 Commitments and contingencies (Note 14) Stockholders' equity Common stock, $ 0.001 par value; 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 79 77 Additional paid-in capital 1,394,198 1,358,897 Accumulated deficit ( 1,189,302 ) ( 948,579 ) Accumulated other comprehensive income 5,564 5,448 Total stockholders' equity $ 210,539 $ 415,843 Total liabilities and stockholders' equity $ 333,590 $ 551,328 The accompanying notes are an integral part of these condensed consolidated financial statements. 3 Table of Contents REPLIMUNE GROUP, INC. CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS (Amounts in thousands, except share and per share amounts) (Unaudited) Three Months Ended December 31, Nine Months Ended December 31, 2025 2024 2025 2024 Operating expenses: Research and development $ 53,140 $ 48,004 $ 168,860 $ 135,472 Selling, general and administrative 18,728 18,015 77,721 46,827 Total operating expenses 71,868 66,019 246,581 182,299 Loss from operations ( 71,868 ) ( 66,019 ) ( 246,581 ) ( 182,299 ) Other income (expense): Research and development incentives 341 376 1,138 1,222 Investment income 2,846 5,137 11,256 15,243 Interest expense on finance lease liability ( 514 ) ( 528 ) ( 1,553 ) ( 1,594 ) Interest expense on debt obligations ( 1,466 ) ( 1,450 ) ( 4,429 ) ( 4,314 ) Other (expense) income, net ( 580 ) ( 3,281 ) ( 865 ) ( 850 ) 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 ) Net loss per common share, basic and diluted $ ( 0.77 ) $ ( 0.79 ) $ ( 2.62 ) $ ( 2.25 ) Weighted average common shares outstanding, basic and diluted 92,187,581 83,498,892 91,874,481 77,113,695 The accompanying notes are an integral part of these condensed consolidated financial statements. 4 Table of Contents REPLIMUNE GROUP, INC. CONDENSED CONSOLIDATED STATEMENTS OF COMPREHENSIVE LOSS (Amounts in thousands) (Unaudited) Three Months Ended December 31, Nine Months Ended December 31, 2025 2024 2025 2024 Net loss $ ( 70,930 ) $ ( 66,340 ) $ ( 240,723 ) $ ( 173,167 ) Other comprehensive loss: 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 ) The accompanying notes are an integral part of these condensed consolidated financial statements. 5 Table of Contents REPLIMUNE GROUP, INC. CONSOLIDATED STATEMENTS OF STOCKHOLDERS’ EQUITY (Amounts in thousands, except share amounts) (Unaudited) Common stock Additional paid-in capital Accumulated deficit Accumulated other comprehensive income Total stockholders’ equity Shares Amount Balances as of March 31, 2025 77,085,024 $ 77 $ 1,358,897 $ ( 948,579 ) $ 5,448 $ 415,843 Foreign currency translation adjustment — — — — ( 938 ) ( 938 ) Unrealized loss on short-term investments — — — — ( 269 ) ( 269 ) Exercise of stock options 966 — 8 — — 8 Vesting of RSUs 721,184 1 1 — — 2 Stock-based compensation expense — — 8,762 — — 8,762 Net loss — — — ( 86,693 ) — ( 86,693 ) Balances as of June 30, 2025 77,807,174 78 1,367,668 ( 1,035,272 ) 4,241 336,715 Foreign currency translation adjustment — — — — 751 751 Unrealized gain on short-term investments — — — — 131 131 Exercise of pre-funded warrants 497,344 — 501 — — 501 Vesting of RSUs 98,737 — — — — — Stock-based compensation expense — — 8,338 — — 8,338 Net loss — — — ( 83,100 ) — ( 83,100 ) 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 Issuance of prefunded warrants to purchase common stock, net of issuance costs — — 48,500 — — 48,500 Issuance of common stock in connection with private placement, net of placement agent fees and offering costs 5,668,937 6 48,198 — — 48,204 Foreign currency translation adjustment — — — — ( 432 ) ( 432 ) Unrealized loss on short-term investments — — — — ( 99 ) ( 99 ) Exercise of pre-funded warrants 739,225 1 — — — 1 Exercise of stock options 22,860 — 66 — — 66 Vesting of RSUs 463,841 — — — — — Stock-based compensation expense — — 9,475 — — 9,475 Net loss — — — ( 53,772 ) — ( 53,772 ) Balances as of June 30, 2024 68,309,968 68 1,177,113 ( 755,054 ) 4,324 426,451 Foreign currency translation adjustment — — — — ( 1,905 ) ( 1,905 ) Unrealized gain on short-term investments — — — — 1,215 1,215 Exercise of stock options 34,284 — 103 — — 103 Vesting of RSUs 50,336 — — — — — Stock-based compensation expense — — 8,650 — — 8,650 Net loss — — — ( 53,055 ) — ( 53,055 ) 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. 6 Table of Contents REPLIMUNE GROUP, INC. CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS (Amounts in thousands) (Unaudited) Nine Months Ended December 31, 2025 2024 Cash flows from operating activities: Net loss $ ( 240,723 ) $ ( 173,167 ) Adjustments to reconcile net loss to net cash used in operating activities: Stock-based compensation expense 24,147 26,764 Depreciation and amortization 2,563 2,654 Operating lease, right-of-use-asset amortization 570 506 Finance lease, right-of-use-asset amortization 1,821 1,821 Net amortization of premiums and discounts on short-term investments ( 2,232 ) ( 7,008 ) Noncash interest expense 1,254 1,150 Unrealized foreign currency transaction (gains) losses ( 865 ) 850 Changes in operating assets and liabilities: Research and development incentives receivable 915 1,864 Prepaid expenses and other current assets 130 99 Other non-current assets — ( 1,200 ) Accounts payable ( 5,895 ) 4,700 Accrued expenses and other current liabilities ( 4,679 ) 2,501 Operating lease liabilities ( 605 ) ( 533 ) Other non-current liabilities ( 584 ) 480 Net cash used in operating activities ( 224,183 ) ( 138,519 ) Cash flows from investing activities: 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 (used in) investing activities 224,337 ( 16,096 ) Cash flows from financing activities: Proceeds from issuance of common stock, net of fees and offering costs — 155,729 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 ) Proceeds from exercise of stock options and pre-funded warrants 791 235 Net cash provided by financing activities $ 10,617 $ 252,528 Effect of exchange rate changes on cash, cash equivalents and restricted cash 1,062 ( 125 ) 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 Cash, cash equivalents and restricted cash at end of period $ 124,655 $ 173,945 Supplemental disclosure of cash flow information: 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: Purchases of property and equipment included in accounts payable and accrued expenses — 309 The accompanying notes are an integral part of these condensed consolidated financial statements. 7 Table of Contents REPLIMUNE GROUP, INC. NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (Dollars in thousands, except share and per share amounts) (Unaudited) 1. Nature of the business Replimune Group, Inc. (the “Company”) is a clinical-stage biotechnology company with the mission to transform cancer treatment by pioneering the development of a novel portfolio of oncolytic immunotherapies. The Company's proprietary oncolytic immunotherapy product candidates are intended to maximally activate the immune system against cancer. Replimune Group, Inc., whose predecessor was founded in 2015, is the parent company of its wholly owned, direct and indirect subsidiaries: Replimune Limited (“Replimune UK”); Replimune, Inc. (“Replimune US”); Replimune Securities Corporation; and Replimune (Ireland) Limited. The Company is subject to risks and uncertainties common to companies in the biotechnology industry, including, but not limited to, the progress and outcomes of preclinical and clinical development, the requirements and views of regulators, the development by competitors of new technological innovations, dependence on key personnel, protection of proprietary technology, third-party intellectual property, compliance with government regulations and the ability to secure additional capital to fund operations. Product candidates currently under development will require significant additional research and development efforts, including preclinical and clinical testing and regulatory review and approval, prior to commercialization. These efforts require significant amounts of additional capital, adequate personnel and infrastructure and extensive compliance and reporting capabilities. Even if the Company’s product development efforts are successful, it is uncertain when, if ever, the Company will realize revenue from product sales. The Company's proprietary oncolytic immunotherapy product candidates, the RPx product candidates, are based on a novel, engineered strain of herpes simplex virus 1, or HSV-1, backbone with added payloads intended to maximize immunogenic cell death and the induction of a systemic anti-tumor immune response. The Company currently has three RPx product candidates, RP1, RP2 and RP3. RP1 is currently under development in multiple clinical trials, the most advanced being the anti-PD-1 failed melanoma cohort of the IGNYTE clinical trial. Basis of presentation 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 $ 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. If the Company is unable to obtain funding, the Company would be forced to delay, reduce or eliminate some or all of its research and development programs, preclinical and clinical testing or commercialization efforts, which could adversely affect its business prospects. The Company expects that its cash and cash equivalents and short-term investments will be sufficient to fund its operations through at least 12 months from the issuance of these condensed consolidated financial statements, which includes the potential commercialization of RP1 in advanced melanoma and for working capital and general corporate purposes and excludes any potential revenue. These estimates are based on assumptions that may prove to be wrong, including the assumption of a potential commercialization of RP1 in advanced melanoma, that the development of RP1 will even remain viable, and the Company could utilize its available capital resources sooner than expected. 2. Summary of significant accounting policies Principles of consolidation The accompanying condensed consolidated financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America ("GAAP") and include the accounts of the Company and its direct and indirect wholly owned subsidiaries, Replimune UK, Replimune US, Replimune Securities Corporation and Replimune (Ireland) Limited after elimination of all intercompany accounts and transactions. Use of estimates 8 Table of Contents The preparation of consolidated financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities, the disclosure of contingent assets and liabilities at the date of the condensed consolidated financial statements and the reported amounts of expenses during the reporting periods. Significant estimates and assumptions reflected in these condensed consolidated financial statements include, but are not limited to, the accrual for research and development expenses and the valuation of stock-based awards. The Company bases its estimates on historical experience, known trends and other market-specific or other relevant factors that it believes to be reasonable under the circumstances. Unaudited interim financial information 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. 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 U.S. 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 In December 2023, the Financial Accounting Standards Board issued Accounting Standards Update ("ASU") No. 2023-09, “Income Taxes (Topic 740): Improvements to Income Tax Disclosures.” This ASU updates income tax disclosure requirements primarily by requiring specific categories and greater disaggregation within the rate reconciliation and disaggregation of income taxes paid by jurisdiction. The amendments may be applied either (1) prospectively to financial statements issued for reporting periods after the effective date of this ASU or (2) retrospectively to all prior periods presented in the financial statements. This ASU is effective for the Company's annual filing for the year ended March 31, 2026. As this accounting standard only impacts disclosures, it will not have a material impact on the Company's consolidated financial statements. In November 2024, the FASB issued ASU 2024-03, "Income Statement—Reporting Comprehensive Income—Expense Disaggregation Disclosures". The ASU requires more detailed information about specified categories of expenses (purchases of inventory, employee compensation, depreciation, amortization, and depletion) included in certain expense captions presented on the face of the income statement. This ASU is effective for fiscal years beginning after December 15, 2026, and for interim periods within fiscal years beginning after December 15, 2027. Early adoption is permitted. The amendments may be applied either (1) prospectively to financial statements issued for reporting periods after the effective date of this ASU or (2) retrospectively to all prior periods presented in the financial statements. 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. 3. Fair value of financial assets and liabilities The following tables present information about the Company’s financial assets and liabilities measured at fair value on a recurring basis: 9 Table of Contents Fair Value Measurements as of December 31, 2025 Using: Level 1 Level 2 Level 3 Total Cash equivalents Money market funds $ — $ 31,977 $ — $ 31,977 Short-term investments US Government Agency bonds — 20,009 — 20,009 US Treasury bonds — 126,177 — 126,177 $ — $ 178,163 $ — $ 178,163 Fair Value Measurements as of March 31, 2025 Using: Level 1 Level 2 Level 3 Total Cash equivalents Money market funds $ — $ 89,879 $ — $ 89,879 Short-term investments US Government Agency bonds — 84,804 — 84,804 US Treasury bonds — 287,881 — 287,881 $ — $ 462,564 $ — $ 462,564 The underlying securities in the money market funds held by the Company are all government backed securities. 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 Money market funds, U.S. Government Agency bonds and U.S. 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 December 31, 2025 and March 31, 2025. 4. Short-term investments 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 Amortized cost Gross unrealized gains Gross unrealized losses Credit Losses Fair value US Government agency bonds $ 20,007 $ 2 $ — $ — $ 20,009 US Treasury bonds 126,050 127 — — 126,177 Total $ 146,057 $ 129 $ — $ — $ 146,186 March 31, 2025 Amortized cost Gross unrealized gains Gross unrealized losses Credit Losses Fair value US Government agency bonds 84,807 15 ( 18 ) $ — 84,804 US Treasury bonds 287,570 334 ( 23 ) — 287,881 Total $ 372,377 $ 349 $ ( 41 ) $ — $ 372,685 As of December 31, 2025 and March 31, 2025, available-for-sale securities consisted of investments that mature within one year. 10 Table of Contents 5. Property, plant and equipment, net Property, plant and equipment, net consisted of the following: December 31, 2025 March 31, 2025 Office equipment $ 1,897 $ 1,812 Computer equipment 2,441 2,206 Plant and laboratory equipment 12,317 10,877 Leasehold improvements 2,504 2,504 Capitalized software 9,734 8,089 Construction in progress 916 1,650 Total property, plant and equipment 29,809 27,138 Less: Accumulated depreciation ( 15,962 ) ( 13,399 ) Property, plant and equipment, net $ 13,847 $ 13,739 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. 6. Accrued expenses and other current liabilities Accrued expenses and other current liabilities consisted of the following: December 31, 2025 March 31, 2025 Accrued research and development costs $ 24,111 $ 19,606 Accrued compensation and benefits costs 14,443 20,080 Accrued professional fees 569 161 Other 1,242 6,069 Total accrued expenses and other current liabilities $ 40,365 $ 45,916 7 Debt On October 6, 2022, the Company entered into a Loan and Security Agreement (the “Loan Agreement”), with Hercules Capital, Inc., as administrative agent, collateral agent and as a lender (“Hercules”). Pursuant to the Loan Agreement, the Company can borrow term loans in an aggregate maximum principal amount of up to $ 200.0 million under multiple tranches (the “Term Loan Facility”). Under the Loan Agreement, the Company borrowed an initial amount of $ 30.0 million on the closing date, and at the Company's sole option, could have drawn, but did not draw down, an additional $ 30.0 million on or prior to September 30, 2023. The Company can also draw as additional term loan advances in an aggregate principal amount of up to $ 115.0 million during the term of the Term Loan Facility subject to achievement of specified performance milestones, and two additional term loan advances up to an aggregate principal amount of $ 25.0 million subject to certain terms and conditions, on or prior to the end of the interest-only period. The Company intends to use the proceeds of the Term Loan Facility for working capital and general corporate purposes. The Loan Agreement was subsequently amended (the "Amendment") on June 28, 2023 pursuant to which the Company agreed to draw an initial term loan advance in an aggregate principal amount not less than $ 30.0 million, provided that the aggregate amount of the term loan advances made under tranche 1 do not exceed $ 30.0 million, which reflects a decrease of $ 30.0 million from the $ 60.0 million in the original Loan Agreement for tranche 1. The total amount of the Loan Agreement, as well as the outstanding balance of the loan, is unchanged, but the option to borrow additional funds were redistributed from tranche 1 to tranche 2. A second amendment was made to the Loan Agreement (the "Second Amendment") on December 22, 2023 (the "closing date") pursuant to which the Company agreed to draw a term loan advance in an aggregate principal amount not less than $ 15.0 million, provided that the aggregate amount of the term loan advances made under tranche 2 do not exceed 11 Table of Contents $ 15.0 million on or prior to December 31, 2023. The Second Amendment re-allocated the total future consideration of the Loan Agreement to the future tranches extending through September 2026, subject to the terms and conditions of the Loan Agreement. The Second Amendment did not change the total aggregate maximum principal amount to be drawn under the Loan Agreement, which remains as up to $ 200.0 million. Upon closing of the Second Amendment, the Company drew down the tranche 2 amount of $ 15.0 million. The Term Loan Facility will mature on October 1, 2027 (the “Maturity Date”). The outstanding principal balance of the Term Loan Facility bears interest payable in cash at a floating rate per annum equal to the greater of (i) 7.25 % and (ii) the sum of the Prime Rate (which is capped at 7.25 %) and 1.75 %. Accrued interest is payable monthly following the funding of each term loan advance. In addition, the principal balance of the Term Loan Facility will bear “payment-in-kind” interest at the rate of 1.50 % (“PIK Interest”), which PIK Interest will be added to the outstanding principal balance of the Term Loan Facility on each interest payment date. Borrowings under the Loan Agreement are repayable in monthly interest-only payments through September 2026. After the interest-only payment period, borrowings under the Loan Agreement are repayable in equal monthly payments of principal and accrued interest until October 2027. At the Company's option, the Company may prepay all or a portion of the outstanding borrowings, subject to a prepayment fee of 3.0 % of the principal amount if prepayment had occurred during the 12 months following the closing date, 2.0 % after 12 months following the closing date but prior to 36 months following the closing date, and 1.0 % thereafter. The Loan Agreement contains customary facility fees, events of default and representations, warranties and affirmative and negative covenants, including a financial covenant requiring the Company to maintain unrestricted cash in an amount not less than 35 % of the aggregate outstanding secured obligations under the Loan Agreement in accounts subject to a control agreement in favor of the Agent (the “Unrestricted Cash”) at all times which commenced on January 1, 2024. In addition, the Loan Agreement also contains a financial covenant that beginning on the later of (i) July 1, 2024 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, the Company is required to satisfy one of the following requirements: (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. 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 $ 1.4 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 $ 0.8 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 Facility charge and diligence fee ( 144 ) ( 201 ) Unamortized issuance costs ( 643 ) ( 901 ) Accumulated end of term fee 1,430 1,029 Long term debt, net of discount $ 47,628 $ 46,377 The annual principal payments due under the Loan Agreement as of fiscal December 31, 2025 and March 31, 2025 were as follows: 12 Table of Contents December 31, 2025 March 31, 2025 2026 — — 2027 20,131 20,145 2028 27,783 27,769 Total $ 47,914 $ 47,914 The table of future payments of long-term debt excludes the end of term charge of $ 2.2 million, which is due upon the maturity of the loan. 8 Stockholders’ equity Common stock 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: December 31, 2025 March 31, 2025 Stock options, issued and outstanding 11,927,970 10,214,878 Restricted and performance stock units 5,663,023 3,611,774 Stock options and restricted stock units, future issuance 1,461,563 2,119,283 Employee stock purchase plan, available for future grants 4,102,399 3,405,175 Pre-IPO warrants to purchase common stock — 497,344 Pre-funded warrants 14,058,153 14,058,153 Total shares of common stock reserved for future issuance 37,213,108 33,906,607 Undesignated preferred stock 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. ATM program 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 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. 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 13 Table of Contents 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 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 On June 14, 2024, the Company completed a private placement transaction (the "Private Placement") pursuant to which the Company sold (a) 5,668,937 shares of the Company's common stock, at an offering price of $ 8.82 , and (b) in lieu of common stock to certain investors, pre-funded warrants to purchase 5,669,578 shares of the Company's common stock at an offering price of $ 8.819 per pre-funded warrant (the "June 2024 Pre-funded Warrants"). 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. On November 25, 2024, the Company completed a public offering of (a) 8,538,377 shares of the Company’s common stock, inclusive of the underwriters fully exercised 30-day option to purchase up to 1,615,377 additional shares of the Company's common stock at a public offering price of $ 13.00 per share, and (b) pre-funded warrants to purchase 3,846,184 shares of the Company’s common stock at a public offering price of $ 12.9999 per pre-funded warrant (the "December 2024 Pre-Funded Warrants"). The company received aggregate net proceeds of approximately $ 156.0 million after deducting fees and expenses of approximately $ 5.0 million. 9 Pre-funded Warrants The Company's pre-funded warrants are exercisable at any time after the date of issuance. Unless otherwise modified by a holder of a pre-funded warrant, no holder may exercise a pre-funded warrant (i) if such holder, together with its affiliates, would beneficially own more than 9.99 % (or, in the case of the December 2024 Pre-Funded Warrants, 4.99 %) of the number of shares of the Company’s common stock outstanding immediately after giving effect to such exercise, or (ii) if the combined voting power of our securities beneficially owned by such holder, together with its affiliates, would exceed 9.99 % (or, in the case of the December 2024 Pre-Funded Warrants, 4.99 %) of the combined voting power of all of our securities then outstanding immediately after giving effect to the exercise of such pre-funded warrants, as such percentage ownership is determined in accordance with the terms of the pre-funded warrants. A holder of the June 2024 Pre-funded Warrants may increase or decrease this percentage to any other percentage not in excess of 9.99 %, whereas a holder of the Company's other Pre-funded Warrants, may increase or decrease this percentage up to 19.99 %, in all cases, by providing at least 61 days’ prior notice to the Company. 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 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. As a result of the exercises, the Company issued 497,344 shares of Common Stock in exchange thereof. During the year ended March 31, 2025, a holder of the Company's pre-funded warrants exercised 739,225 of its pre-funded warrants for an exercise price of $ 0.001 per pre-funded warrant and the Company issued 739,225 shares of Common Stock. 10 Stock-based compensation 14 Table of Contents Stock-based compensation expense Stock-based compensation expense was classified in the consolidated statements of operations as follows: Three Months Ended December 31, Nine Months Ended December 31, 2025 2024 2025 2024 Research and development $ 3,609 $ 4,573 $ 12,677 $ 13,927 Selling, general and administrative 3,438 4,066 11,470 12,837 $ 7,047 $ 8,639 $ 24,147 $ 26,764 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 December 31, Nine Months Ended December 31, 2025 2024 2025 2024 Stock options $ 3,630 $ 4,839 $ 11,928 $ 15,466 Restricted and performance stock units 3,417 3,800 12,219 11,298 $ 7,047 $ 8,639 $ 24,147 $ 26,764 2018 Omnibus Incentive Compensation Plan On July 9, 2018, the Company’s board of directors adopted, and the Company’s stockholders approved the 2018 Omnibus Incentive Compensation Plan (the “2018 Plan”), which became effective immediately prior to the effectiveness of the registration statement filed in connection with the Company’s initial public offering. The 2018 Plan provides for the issuance of incentive stock options, non-qualified stock options, stock awards, stock units, stock appreciation rights and other stock-based awards. The number of shares of common stock initially reserved for issuance under the 2018 Plan is 3,617,968 shares. If any options or stock appreciation rights, including outstanding options and stock appreciation rights granted under the 2017 Plan (up to 2,520,247 shares), terminate, expire, or are canceled, forfeited, exchanged, or surrendered without having been exercised, or if any stock awards, stock units or other stock-based awards, including outstanding awards granted under the 2017 Plan, are forfeited, terminated, or otherwise not paid in full in shares of common stock, the shares of the Company’s common stock subject to such grants will be available for purposes of the 2018 Plan. The number of shares reserved for issuance under the 2018 Plan will increase automatically on the first day of each April equal to 4.0 % of the total number of shares of common stock outstanding on the last trading day in the immediately preceding fiscal year, which includes for these purposes, the 14,058,153 shares issuable upon exercise of those pre-funded warrants as of March 31, 2025, as described in Note 9 to these condensed consolidated financial statements, or such lesser amount as determined by the Board. 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 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. However, the board of directors shall administer and approve all grants made to non-employee directors. The exercise prices, vesting and other restrictions are determined at the discretion of the board of directors, except that the exercise price per share of incentive stock options may not be less than 100 % of the fair market value of the common stock on the date of grant (or 110 % of fair value in the case of an award granted to employees who hold more than 10% of the total combined voting power of all classes of stock at the time of grant) and the term of stock options may not be greater than five years for an incentive stock option granted to a 10% stockholder and greater than ten years for all other options granted. Stock options awarded under both plans expire ten years after the grant date, unless the board of directors sets a shorter term. Vesting periods for the plan is determined at the discretion of the board of directors. Incentive stock options granted to employees and non-statutory options granted to employees, officers, members of the board of directors, advisors, and consultants of the Company typically vest over four years . In 2021 the board of directors initiated the award of restricted stock units ("RSUs"), under the 2018 Plan in addition to stock option awards available as part of the Company's equity incentive for employees, officers, advisors and consultants of the Company. 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 Company's board of directors approved the award of performance stock units ("PSUs"), 15 Table of Contents 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 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. If the Company does not receive FDA approval of the Company's first BLA for RP1 on or before June 30, 2026 then no PSU will be earned or vested. Employee Stock Purchase Plan On July 9, 2018, the Company’s board of directors adopted and the Company’s stockholders approved the Employee Stock Purchase Plan (the “ESPP”), which became effective immediately prior to the effectiveness of the registration statement that was filed in connection with the Company’s IPO. The total shares of common stock initially reserved for issuance under the ESPP is 348,612 shares. In addition, as of the first trading day of each fiscal year during the term of the ESPP (excluding any extensions), an additional number of shares of the Company’s common stock equal to 1 % of the total number of shares outstanding on the last trading day in the immediately preceding fiscal year, which includes for these purposes, the 14,058,153 shares issuable upon exercise of those pre-funded warrants described in Note 9 to these condensed consolidated financial statements, or 697,224 shares, whichever is less (or such lesser amount as determined by the Company’s board of directors) will be added to the number of shares authorized under the ESPP. In accordance with the terms of the ESPP, on April 1, 2025, the number of shares reserved for issuance under the ESPP automatically increased by 697,224 , for a total of 4,102,399 shares reserved for the ESPP. If the total number of shares of common stock to be purchased pursuant to outstanding purchase rights on any particular date exceed the number of shares then available for issuance under the ESPP, then the plan administrator will allocate the available shares pro-rata and refund any excess payroll deductions or other contributions to participants. The Company’s ESPP is not currently active. Out-of-Plan Inducement Grants From time to time, the Company grants equity awards to newly hired employees and executives as a material inducement to enter into employment with the Company. The grants constitute "employment inducement grants" in accordance with Rule 5635(c)(4) of the Nasdaq Listing Rules and have been issued outside of the 2018 Plan and each of the other stock incentive plans described above. The inducement grants typically include nonqualified stock options to purchase shares of the Company's common stock, as well as restricted stock unit grants representing shares of the Company's common stock. These stock option and restricted stock unit inducement grants have terms and conditions consistent with those set forth under the 2018 Plan and vest under the same respective vesting schedules as stock option and restricted stock unit awards granted under the 2018 Plan. The inducement grants are included in the stock option and RSU award tables below. 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 The fair value of stock option grants is estimated using the Black-Scholes option-pricing model, which requires inputs based on certain subjective assumptions including the expected stock price volatility, the expected term of the option, the risk-free interest rate determined by reference to the U.S Treasury yield curve in effect at the time of grant of the award for a period that approximates the expected term of the option, and our expected dividend yield. The expected term of stock options granted to non-employees is equal to the contractual term of the option award. Expected dividend yield is based on the fact that the Company has never paid cash dividends and does not expect to pay any cash dividends in the foreseeable future. For options with service-based vesting conditions, the expected term of the Company’s stock options has been determined utilizing the “simplified” method for awards that qualify as “plain-vanilla” options. Forfeitures are accounted for as they occur. The following table presents, on a weighted-average basis, the assumptions that the Company used to determine the grant-date fair value of stock options granted to employees and directors: 16 Table of Contents Three Months Ended December 31, Nine Months Ended December 31, 2025 2024 2025 2024 Risk-free interest rate 3.75 % 4.10 % 3.97 % 4.36 % Expected term (in years) 6.1 6.1 6.0 6.0 Expected volatility 107.2 % 76.5 % 76.9 % 76.3 % Expected dividend yield 0 % 0 % 0 % 0 % Stock options The following table summarizes the Company’s stock option activity: Number of Shares Weighted Average Exercise Price Weighted Average Contractual Term (Years) Aggregate Intrinsic Value Outstanding as of March 31, 2025 10,214,878 $ 15.22 6.24 $ 10,652 Granted 2,183,724 $ 8.42 Exercised ( 70,966 ) $ 4.08 Cancelled ( 399,666 ) $ 13.60 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 17 Table of Contents 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 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. 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. If the Company does not receive approval from the FDA of the Company's first BLA for RP1 on or before June 30, 2026 then no PSU will be earned or vested. The grant date fair value for the PSUs is determined based on the market price of the Company's common stock on the grant date and is recognized over the requisite service period if and when the achievement of such performance condition is determined to be probable by the Company. The Company reassesses the probability of achieving the performance condition at each reporting period. 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 Average Grant Date Fair Value Outstanding as of March 31, 2025 3,611,774 12.40 Granted 3,464,911 8.82 Vested ( 898,310 ) 16.33 Cancelled ( 515,352 ) 10.57 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. The performance based awards will vest upon achievement of the performance milestone. 11 Net loss per share Basic and diluted net loss per share attributable to common stockholders was calculated as follows: Three Months Ended December 31, Nine Months Ended December 31, 2025 2024 2025 2024 Numerator: Net loss $ ( 70,930 ) $ ( 66,340 ) $ ( 240,723 ) $ ( 173,167 ) Denominator: Weighted average common shares outstanding, basic and diluted 92,187,581 83,498,892 91,874,481 77,113,695 Net loss per share, basic and diluted $ ( 0.77 ) $ ( 0.79 ) $ ( 2.62 ) $ ( 2.25 ) The 14,058,153 shares of the Company's common stock issuable upon exercise of pre-funded warrants described in Note 9 to these condensed consolidated financial statements are included as outstanding common stock in the calculation of basic and diluted net loss per share. The Company’s potentially dilutive securities, which include stock options, unvested restricted and performance stock units and warrants to purchase shares of common stock that resulted from the conversion of warrants to purchase shares of series seed preferred stock existing before the Company's IPO, have been excluded from the computation of diluted net loss per share as the effect would be to reduce the net loss per share. Therefore, the weighted average number of common shares outstanding used to calculate both basic and diluted net loss per share is the same. The Company excluded the following 18 Table of Contents 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 Nine Months Ended December 31, 2025 2024 Options to purchase common stock 11,927,970 10,213,861 Unvested restricted and performance stock units 5,663,023 3,491,335 Warrants to purchase common stock — 497,344 17,590,993 14,202,540 12 Significant agreements Agreement with Bristol-Myers Squibb Company In February 2018, the Company entered into an agreement with Bristol-Myers Squibb Company (“BMS”). Pursuant to the agreement, BMS will provide to the Company, at no cost, a compound for use in the Company’s ongoing clinical trial of RP1. Under the agreement, the Company will sponsor, fund and conduct the clinical trial in accordance with an agreed-upon protocol. BMS granted the Company a non-exclusive, non-transferrable, royalty-free license (with a right to sublicense) under its intellectual property to its compound in the clinical trial and agreed to supply its compound, at no cost to the Company, for use in the clinical trial. In January 2020, this agreement was expanded to cover an additional cohort of 125 patients with anti-PD-1 failed melanoma. Unless earlier terminated, the agreement will remain in effect until (i) the completion of the clinical trial, (ii) all related clinical trial data have been delivered to both parties and (iii) the completion of any statistical analyses and bioanalyses contemplated by the clinical trial protocol or any analysis otherwise agreed upon by the parties. The agreement may be terminated by either party (x) in the event of an uncured material breach by the other party, (y) in the event the other party is insolvent or in bankruptcy proceedings or (z) for safety reasons. Upon termination, the licenses granted to the Company to use BMS’s compound in the clinical trial will terminate. In April 2019, the Company entered into a separate agreement with BMS on terms similar to the terms set forth in the agreement described above, pursuant to which BMS will provide to the Company, at no cost, nivolumab for use in the Company’s Phase 1 clinical trial of RP2 in combination with nivolumab. 13 Collaboration and other arrangements Roche In December 2022, the Company entered into a Master Clinical Trial Collaboration and Supply Agreement with Roche in relation to the Company's RP2 and RP3 programs in colorectal cancer, or CRC, and hepatocellular carcinoma, or HCC. Under the agreement, the companies intended to collaborate in 30 patient cohort signal finding studies in third-line, or 3L, CRC and in first- and second-line, or 1L and 2L, respectively, HCC. Following the Company's re-prioritization of its product development portfolio in December 2023, the Company agreed with Roche to terminate the CRC collaboration and pursue the 2L cohort in HCC with RP2 only. Roche has continued to supply its currently approved drugs, atezolizumab and bevacizumab for the 2L cohort in HCC but is not sharing costs following the Company's re-prioritization. Under the terms of the agreement the Company retained the responsibility of operating the clinical trials as well as retaining all the rights to the development and commercialization of its product candidates. The agreement may be terminated by either party upon sixty days prior written notice to the other party. The agreement with Roche is accounted for under ASC 808, Collaborative Arrangements (“ASC 808”), as both parties are active participants and each party pays its own compound costs. The Company accounts for costs incurred as part of the study, including costs to supply compounds for use in the study, as research and development expenses within the consolidated statement of operations. 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 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 19 Table of Contents 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. Amgen 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. In connection with the Settlement Agreement, the Company entered into a License and Covenant Agreement with Amgen in which the Company agreed to pay Amgen low single-digit royalty payments on net sales of its products that, but for the license, could be found to infringe a valid Amgen patent on a country-by-country and product-by-product basis. 14 Commitments and contingencies Leases 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 Lease cost Finance lease costs: Amortization of right-of-use asset $ 607 $ 607 $ 1,821 $ 1,821 Interest on lease liabilities 514 528 1,553 1,594 Operating lease costs 290 283 866 849 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 nine months ended December 31, 2025 and 2024 as follows: Three Months Ended December 31, Nine Months Ended December 31, 2025 2024 2025 2024 Finance Lease Costs Research and development $ 607 $ 607 $ 1,821 $ 1,821 Other expenses 514 528 1,553 1,594 Operating Lease Costs Research and development 219 197 667 656 Selling, general and administrative 71 86 199 193 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 December 31, 2025: 20 Table of Contents December 31, 2025 Operating leases Financing lease Total 2026 (remaining three months) $ 302 $ 708 $ 1,010 2027 1,170 2,883 4,053 2028 1,115 2,969 4,084 2029 1,027 3,058 4,085 2030 594 3,096 3,690 Thereafter 375 28,899 29,274 Total lease payments 4,583 41,613 46,196 Less: interest 856 16,622 17,478 Total lease liabilities $ 3,727 $ 24,991 $ 28,718 The following table provides lease disclosure as of December 31, 2025 and March 31, 2025: December 31, 2025 March 31, 2025 Leases Right-of-use operating lease asset $ 3,498 $ 3,998 Right-of-use finance lease asset 32,987 34,808 Total lease assets $ 36,485 $ 38,806 Operating lease liabilities, current $ 1,213 $ 1,184 Finance lease liabilities, current 2,862 2,799 Operating lease liabilities, non-current 2,514 3,076 Finance lease liabilities, non-current 22,129 22,729 Total lease liabilities $ 28,718 $ 29,788 The following table provides lease disclosure for the nine months ended December 31, 2025 and 2024: Nine Months Ended December 31, 2025 2024 Other information Cash paid for amounts included in the measurement of lease liabilities: Operating cash flows from operating leases $ 900 $ 876 Operating cash flows from finance leases $ 1,553 $ 1,594 Financing cash flows from finance leases $ 538 $ 436 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 Weighted-average remaining lease term - financing leases 13.6 years 14.6 years Weighted-average discount rate - operating leases 10.4 % 10.3 % 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 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 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. 21 Table of Contents Indemnification agreements In the ordinary course of business, the Company may provide indemnification of varying scope and terms to vendors, lessors, business partners and other parties with respect to certain matters including, but not limited to, losses arising out of breach of such agreements or from intellectual property infringement claims made by third parties. In addition, the Company has entered into indemnification agreements with members of its executive management team and its board of directors that will require the Company, among other things, to indemnify them against certain liabilities that may arise by reason of their status or service as directors or officers. The maximum potential amount of future payments the Company could be required to make under these indemnification agreements is, in many cases, unlimited. 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 December 31, 2025 or March 31, 2025. Legal proceedings From time to time, the Company may become involved in legal proceedings arising in the ordinary course of business. The Company records a liability for such matters when it is probable that future losses will be incurred and that such losses can be reasonably estimated. Significant judgment is required to determine both probability and the estimated amount. On July 24, 2025, a class action complaint alleging violations of the federal securities laws was filed against the Company and its directors and certain officers in the United States District Court for the District of Massachusetts, or the District of Massachusetts. The complaint, captioned Jboor v. Replimune Group, Inc. et al. , Case No. 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. Following the class action complaint, three shareholders filed separate derivative actions on behalf of the Company in the District of Massachusetts captioned Chea v. Patel et al. , Case No. 1:25-cv-12316-JEK, Wright v. Patel et al. , Case No. 1:25-cv-12401-WGY, and Vochten v. Patel et al. , Case No. 1:25-cv-12484-JEK. 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 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 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 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 nine months ended December 31, 2025. 15 Income taxes 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 22 Table of Contents 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 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. The OBBBA introduced multiple U.S. federal income tax changes, including the deductibility of domestic research and development expenses, deductibility of certain property additions and limitations on interest expense deduction. The Company has evaluated the enactment of the OBBBA and continues to assess the detailed impacts of its provision. Based on its current analysis, the Company does not expect the legislation to have a material impact on the Company’s consolidated financial statements while the Company maintains a full valuation allowance on all domestic net deferred tax assets. 16 Geographic information The Company operates in two geographic regions: the United States (Massachusetts) and the United Kingdom (Oxfordshire). Information about the Company’s long-lived assets held in different geographic regions is presented in the table below: December 31, 2025 March 31, 2025 United States $ 12,938 $ 12,820 United Kingdom 909 919 $ 13,847 $ 13,739 17 Segment information The Company manages its operations as a single operating and reportable segment with a focus on developing and commercializing novel oncolytic immunotherapies in order to treat cancer. The Company defines its segments on the basis of the way in which internally reported financial information is regularly reviewed to analyze financial performance and make operating decisions. The Company’s Chief Operating Decision Maker ("CODM") is the Chief Executive Officer. 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 nine months ended December 31, 2025 and 2024: 23 Table of Contents Three Months Ended December 31, Nine Months Ended December 31, 2025 2024 2025 2024 Operating expenses: (Amounts in thousands) Direct research and development expenses by program: RP1 program costs by study: IGNYTE 2,059 3,226 8,073 10,831 ARTACUS 1,663 1,787 4,898 5,211 CERPASS 1,012 1,611 3,653 5,573 IGNYTE-3 4,219 2,375 15,554 4,909 Other RP1 study costs 5,200 1,590 15,162 7,075 RP2 7,729 4,409 16,857 8,322 RP3 826 1,434 2,262 3,856 Unallocated research and development expenses¹: 30,432 31,572 102,401 89,695 Selling, general and administrative 18,728 18,015 77,721 46,827 Total operating expenses 71,868 66,019 246,581 182,299 Loss from operations ( 71,868 ) ( 66,019 ) ( 246,581 ) ( 182,299 ) 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 Includes personnel-related costs and other costs 18 Subsequent Events 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 . 1 Table of Contents