What changed in this filing

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Item 1. Financial Statements

2026-08-14 compared with 2026-02-03 · 155 added, 251 removed, 437 unchanged (48% of the section changed)

3 unchanged sentences

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

December 31, 2025 March 31, 2025

June 30, 2026 March 31, 2026

Current assets:

8 unchanged sentences

Right-of-use asset - operating leases 3,068 3,270

Right-of-use asset - financing leases 32,987 34,808

Right-of-use asset - finance leases 31,773 32,380

Total assets $ 252,447 $ 332,388

4 unchanged sentences

Operating lease liabilities, current 1,136 1,158

Financing lease liabilities, current 2,862 2,799

Finance lease liabilities, current 2,904 2,883

Total current liabilities 38,412 58,228

Operating lease liabilities, non-current 2,136 2,328

Financing lease liabilities, non-current 22,129 22,729

Finance lease liabilities, non-current 21,685 21,909

Long term debt, net of discount 84,114 83,308

4 unchanged sentences

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

150,000,000 shares authorized as of June 30, 2026 and March 31, 2026;

83,979,366 and 82,716,923 shares issued and outstanding as of June 30, 2026 and March 31, 2026, respectively

Additional paid-in capital 1,431,870 1,423,194

7 unchanged sentences

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

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

2025 2024 2025 2024

Three Months Ended June 30,

Operating expenses:

9 unchanged sentences

Other (expense) income, net ( 688 ) 591

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

Total other (expense) income, net ( 1,519 ) 3,729

Net loss $ ( 69,766 ) $ ( 86,693 )

5 unchanged sentences

(Amounts in thousands)

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

2025 2024 2025 2024

Three Months Ended June 30,

Net loss $ ( 69,766 ) $ ( 86,693 )

Other comprehensive loss:

Foreign currency translation gain 482 3,110 295 773

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

Other comprehensive gain (loss):

Foreign currency translation gain (loss) 582 ( 938 )

Net unrealized loss on short-term investments ( 9 ) ( 269 )

Comprehensive loss $ ( 69,193 ) $ ( 87,900 )

17 unchanged sentences

Balances as of June 30, 2026 83,979,366 84 1,431,870 ( 1,332,285 ) 5,976 105,645

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, 2025 77,085,024 $ 77 $ 1,358,897 $ ( 948,579 ) $ 5,448 $ 415,843

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 — — — — ( 938 ) ( 938 )

Unrealized loss on short-term investments — — — — ( 269 ) ( 269 )

Exercise of pre-funded warrants 739,225 1 — — — 1

Exercise of stock options 966 — 8 — — 8

3 unchanged sentences

Balances as of June 30, 2025 77,807,174 78 1,367,668 ( 1,035,272 ) 4,241 336,715

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.

2 unchanged sentences

(Amounts in thousands)

Nine Months Ended December 31,

Three Months Ended June 30,

Cash flows from operating activities:

6 unchanged sentences

Net amortization of premiums and discounts on short-term investments ( 112 ) ( 1,339 )

Impairment on property, plant and equipment 108 —

Noncash interest expense 806 415

3 unchanged sentences

Prepaid expenses and other current assets 3,129 234

Other non-current assets — ( 1,200 )

Accounts payable ( 2,334 ) 3,765

7 unchanged sentences

Proceeds from sales and maturities of short-term investments 59,883 105,369

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

Net cash provided by investing activities 49,993 65,048

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 ( 203 ) ( 166 )

Proceeds from exercise of stock options and pre-funded warrants 791 235

Net cash provided by financing activities $ 10,617 $ 252,528

Proceeds from exercise of stock options 1,003 8

Net cash provided by (used in) financing activities $ 800 $ ( 158 )

Effect of exchange rate changes on cash, cash equivalents and restricted cash 1,270 ( 1,616 )

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

Net decrease in cash, cash equivalents and restricted cash ( 23,665 ) ( 13,742 )

Cash, cash equivalents and restricted cash at beginning of period 210,727 112,822

11 unchanged sentences

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.

(the “Company”) is a commercial-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 and product candidates are designed and 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:

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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.

The Company is subject to risks and uncertainties common to companies in the biotechnology industry, including, but not limited to, those related to the development and commercialization of our product and product candidates, our ability to successfully complete one or more confirmatory trials of TUDRIQEV (vusolimogene oderparepvec-wtpg), previously referred to as RP1, our expectations about our cash runway, the design and advancement of our clinical trials , 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.

1 unchanged sentence

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.

The Company's proprietary RPx platform is based on a novel, engineered strain of herpes simplex virus 1, or HSV-1, backbone with added payloads that are intended to maximize immunogenic cell death and the induction of a systemic anti-tumor immune response.

In addition to TUDRIQEV, the Company currently has two further RPx product candidates, RP2 and RP3.

We have been conducting a number of clinical trials of TUDRIQEV, both as a monotherapy and in combination with anti-PD-1 therapy with the goal of establishing a major skin cancer treatment franchise.

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 has incurred recurring losses since its inception, including net losses of $ 69.8 million and $ 86.7 million for the three months ended June 30, 2026 and 2025, respectively.

In addition, as of June 30, 2026, the Company had an accumulated deficit of $ 1,332.3 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.

As described in the Company's Annual Report on Form 10-K for the year ended March 31, 2026, substantial doubt existed about the Company's ability to continue as a going concern.

The conditions that raised substantial doubt have been subsequently alleviated, as the Company raised approximately $ 141.0 million in net proceeds from an equity offering in August 2026.

The Company expects that its cash and cash equivalents and short-term investments will be sufficient to fund its operations for greater than twelve months from the issuance of these condensed consolidated financial statements, which includes the commercialization of TUDRIQEV in advanced melanoma and for working capital and general corporate purposes.

These estimates are based on assumptions that may prove to be wrong and the Company could utilize its available capital resources sooner than expected.

Summary of significant accounting policies

6 unchanged sentences

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 accompanying condensed consolidated balance sheet as of June 30, 2026, the condensed consolidated statements of operations, condensed consolidated statements of comprehensive loss and consolidated statements of stockholders’ equity for the three months ended June 30, 2026 and 2025 and the condensed consolidated statements of cash flows for the three months ended June 30, 2026 and 2025 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 June 30, 2026 and the results of its operations for the three months ended June 30, 2026 and 2025 and its cash flows for the three months ended June 30, 2026 and 2025.

The financial data and other information disclosed in these consolidated notes related to the three months ended June 30, 2026 and 2025 are unaudited.

The results for the three months ended June 30, 2026 are not necessarily indicative of results to be expected for the year ending March 31, 2027, 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, 2026, 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.

Securities and Exchange Commission, or the SEC, on June 29, 2026 (the "Annual Report").

During the three months ended June 30, 2026, 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".

In November 2024, the FASB issued ASU-2024-03, Income Statement-Reporting Comprehensive Income-Expense Disaggregation Disclosures (Topic 220):

Disaggregation of Income Statement Expenses.

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.

6 unchanged sentences

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.

The Company is in the process of evaluating the impact of this new guidance on its consolidated financial statements and related disclosures.

Fair value of financial assets and liabilities

1 unchanged sentence

Fair Value Measurements as of

December 31, 2025 Using:

June 30, 2026 Using:

Level 1 Level 2 Level 3 Total

1 unchanged sentence

Money market funds $ — $ 37,513 $ — $ 37,513

Short-term investments

US Government Agency bonds — 4,984 — 4,984

US Treasury bonds — 39,939 — 39,939

Short-term investments

US Government Agency bonds — 9,969 — 9,969

— 92,405 — 92,405

4 unchanged sentences

Money market funds $ — $ 104,275 $ — $ 104,275

US Government Agency bonds — 15,998 — 15,998

Short-term investments

3 unchanged sentences

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.

During the three months ended June 30, 2026 and 2025, 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 December 31, 2025 and March 31, 2025.

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

As of June 30, 2026 and March 31, 2026, the Company's available-for-sale investments by type consisted of the following:

June 30, 2026

cost Gross unrealized

2 unchanged sentences

US Government agency bonds $ 9,970 $ — $ ( 1 ) $ — $ 9,969

US Treasury bonds 126,050 127 — — 126,177

Total $ 9,970 $ — $ ( 1 ) $ — $ 9,969

4 unchanged sentences

Total $ 59,857 $ 9 $ ( 1 ) $ — $ 59,865

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

As of June 30, 2026 and March 31, 2026, 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:

December 31, 2025 March 31, 2025

June 30, 2026 March 31, 2026

Office equipment $ 1,897 $ 1,897

Computer equipment 2,516 2,441

Plant and laboratory equipment 12,317 10,877

Plant, manufacturing and laboratory equipment 12,727 12,325

Leasehold improvements 2,504 2,504

4 unchanged sentences

Property, plant and equipment, net $ 11,858 $ 12,974

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, including amortization on capitalized software, was $ 0.9 million for the three months ended June 30, 2026 and $ 0.9 million for the three months ended June 30, 2025.

Amortization on capitalized software for the three months ended June 30, 2026 and 2025 was $ 0.3 million and $ 0.3 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:

December 31, 2025 March 31, 2025

June 30, 2026 March 31, 2026

Accrued research and development costs $ 21,716 $ 26,740

3 unchanged sentences

Total accrued expenses and other current liabilities $ 30,111 $ 47,516

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”).

On October 6, 2022, the Company and certain of its subsidiaries 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”).

3 unchanged sentences

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

$ 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 total amount of the Loan Agreement, as well as the outstanding balance of the loan, was 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 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 $ 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 remained up to $ 200.0 million.

Upon closing of the Second Amendment on December 22, 2023, the Company drew down the tranche 2 amount of $ 15.0 million.

A third amendment was made to the Loan Agreement (the "Third Amendment") on January 29, 2026 (the "Third Amendment Closing Date") pursuant to which the Company drew down the tranche 3 loan advance amount of $ 35.0 million.

The Third Amendment maintains a $ 200.0 million maximum principal amount and re-allocates 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 with the caveat that if the Company receives FDA approval prior to October 1, 2027, the amortization and maturity date shall be extended to October 1, 2029.

As a result of the Company's receipt of approval from the FDA, the maturity date has been extended to October 1, 2029.

Borrowings under the Loan Agreement are repayable in monthly interest-only payments through September 2029, with the outstanding principal balance of the Term Loan Facility bearing interest payable in cash at a floating rate per annum equal to the greater of (i) 8.50 % and (ii) the Prime Rate plus 1.75 %.

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.

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 occurs during the 12 months following the Third Amendment Closing Date, 2.0 % after 12 months following the Third Amendment 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:

In addition, the Loan Agreement, as amended, also contains a financial covenant that beginning on 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, 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

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 Borrower and repaid on such date, which is being accrued on the Company's consolidated balance sheet.

The amount accrued for the final payment is $ 2.1 million as of June 30, 2026 and $ 1.7 million as of March 31, 2026.

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

In addition, unamortized deferred financing costs of $ 0.4 million and $ 0.5 million were recorded in other assets as of June 30, 2026 and March 31, 2026, respectively.

Interest expense for the three months ended June 30, 2026 was $ 2.6 million and $ 1.5 million for the three months ended June 30, 2025.

The summary of obligations under the term loan as of June 30, 2026 and March 31, 2026 consisted of the following (in thousands):

June 30, 2026 March 31, 2026

Principal loan balance $ 82,564 $ 82,252

3 unchanged sentences

Long term debt, net of discount $ 84,114 $ 83,308

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

The annual principal payments due under the Loan Agreement as of fiscal June 30, 2026 and March 31, 2026 were as follows:

June 30, 2026 March 31, 2026

2028 84,150 84,150

2 unchanged sentences

8 Stockholders’ equity

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.

As of June 30, 2026 and March 31, 2026, 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

June 30, 2026 March 31, 2026

Stock options, issued and outstanding 12,492,872 11,785,458

2 unchanged sentences

Employee stock purchase plan, available for future grants 4,799,623 4,102,399

Pre-IPO warrants to purchase common stock — 497,344

Pre-funded warrants 14,058,153 14,058,153

1 unchanged sentence

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.

As of June 30, 2026, 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 June 30, 2026.

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").

5 unchanged sentences

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.

During the year ended March 31, 2026, pursuant to the 2023 Sales Agreement, the Company issued and sold an aggregate of 4,019,975 shares of its common stock, resulting in net proceeds of $ 31.1 million, with $ 67.9 million left to sell under the Agreement.

During the three months ended June 30, 2026 and 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.

Equity offerings

4 unchanged sentences

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.

The Company's pre-funded warrants are exercisable at any time after the date of their issuance.

As of June 30, 2026, 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

2 unchanged sentences

Three Months Ended

December 31, Nine Months Ended

2025 2024 2025 2024

Research and development $ 3,615 $ 4,689

1 unchanged sentence

$ 7,674 $ 8,762

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

The following table summarizes stock-based compensation expense by award type for the three months ended June 30, 2026 and 2025:

Three Months Ended

December 31, Nine Months Ended December 31,

2025 2024 2025 2024

Stock options $ 3,460 $ 4,137

1 unchanged sentence

$ 7,674 $ 8,762

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

2018 Omnibus Incentive Compensation Plan

5 unchanged sentences

On April 1, 2026, the number of shares reserved for issuance under the 2018 Plan automatically increased by 3,871,003 shares pursuant to the terms of the 2018 Plan and based on total number of shares of common stock outstanding on March 31, 2026.

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

As of June 30, 2026, 3,696,006 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 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 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.

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, subject to non-market performance and service conditions.

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 expense is recognized over the requisite service period if and when the achievement of such performance condition is determined to be probable by the Company.

On June 30, 2026, the compensation committee of the board of directors agreed to extend the performance period with respect to the “Target” performance level set forth in the PSU Award Agreement to end on December 24, 2026.

Accordingly, the PSUs will vest at 100% given the approval of the Company's first Biologics License Application ("BLA") for TUDRIQEV by the Food and Drug Administration ("FDA").

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

The Company did no t grant any PSUs under the 2018 Plan during the three months ended June 30, 2026 or 2025.

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

As of June 30, 2026, the Company has not recognized any expense related to PSUs.

Employee Stock Purchase Plan

11 unchanged sentences

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.

The Company did not grant any out-of-plan inducement grants during the three months ended June 30, 2026.

During the three months ended June 30, 2025, the Company granted 156,895 nonqualified stock options to purchase shares of the Company's common stock, and 240,960 restricted stock units under employment inducement grants.

Stock option valuation

6 unchanged sentences

Three Months Ended

December 31, Nine Months Ended

2025 2024 2025 2024

Risk-free interest rate 4.06 % 3.97 %

11 unchanged sentences

Cancelled ( 1,341,594 ) 14.53

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.

Outstanding as of June 30, 2026 12,492,872 13.00 5.71 25,470

Options exercisable as of June 30, 2026 8,594,036 14.99 4.23 14,195

Options vested and expected to vest as of June 30, 2026 12,492,872 $ 13.00 5.71 $ 25,470

As of June 30, 2026, there was $ 23.4 million of unrecognized compensation cost related to unvested common stock options, which is expected to be recognized over a weighted average period of 2.7 years.

The weighted average grant-date fair value of stock options granted during the three months ended June 30, 2026 and 2025 was $ 6.33 and $ 5.80 , respectively.

The aggregate intrinsic value of stock options exercised during the three months ended June 30, 2026 was $ 0.2 million and the aggregate intrinsic value of stock options exercised during the three months ended June 30, 2025 was immaterial.

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 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:

A summary of the changes in the Company’s RSUs and PSUs during the three months ended June 30, 2026 is as follows:

Number of Restricted Shares Weighted

4 unchanged sentences

Cancelled ( 2,049,553 ) 8.79

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.

Outstanding as of June 30, 2026 4,825,591 $ 8.82

During the three months ended June 30, 2026 and 2025, the weighted average grant date fair value of awards granted is $ 19.2 million and $ 20.1 million, respectively.

In addition, the total fair value of shares vested during the three months ended June 30, 2026 and 2025 is $ 12.0 million and $ 11.7 million, respectively.

As of June 30, 2026, there was $ 34.1 million of unrecognized compensation cost related to unvested restricted stock units, which is expected to be recognized over a weighted average period of 2.7 years.

In addition, unrecognized compensation costs related to performance based awards tied to the achievement of a company milestone account for approximately $ 3.2 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

Three Months Ended June 30,

Net loss $ ( 69,766 ) $ ( 86,693 )

4 unchanged sentences

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

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,

The Company excluded the following 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 Months Ended June 30,

Options to purchase common stock 12,492,872 12,273,997

21 unchanged sentences

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

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 nine months ended December 31, 2025 and 2024:

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

2025 2024 2025 2024

The table below presents the lease-related costs which are included in the consolidated statements of operations for the three months ended June 30, 2026 and 2025:

Three Months Ended June 30,

Finance lease costs:

3 unchanged sentences

Total lease cost $ 1,402 $ 1,416

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

The following table summarizes the classification of lease costs in the consolidated statement of operations for the three months ended June 30, 2026 and 2025 as follows:

Three Months Ended June 30,

Finance Lease Costs

1 unchanged sentence

Other expenses

514 528 1,553 1,594

Operating Lease Costs

2 unchanged sentences

Total lease cost $ 1,402 $ 1,416

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:

December 31, 2025

Operating leases Financing lease Total

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

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 finance lease liabilities recognized on its balance sheet as of June 30, 2026:

June 30, 2026

Operating leases Finance lease Total

2027 (remaining nine months) $ 861 $ 2,175 $ 3,036

2028 1,107 2,969 4,076

6 unchanged sentences

Total lease liabilities $ 3,272 $ 24,589 $ 27,861

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

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,

The following table provides lease disclosure for the three months ended June 30, 2026 and 2025:

Three Months Ended June 30,

Other information

3 unchanged sentences

Financing cash flows from finance leases $ 203 $ 166

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

Weighted-average remaining lease term - operating leases 3.6 years 4.5 years

Weighted-average remaining lease term - financing leases 13.6 years 14.6 years

Weighted-average remaining lease term - finance leases 13.1 years 14.1 years

Weighted-average discount rate - operating leases 10.4 % 10.5 %

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.

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

The variable lease costs and short-term lease costs were insignificant for the three months ended June 30, 2026 and 2025 respectively.

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.

As of June 30, 2026 and March 31, 2026, 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 December 31, 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, 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.

et al., Case No.

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 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 second CRL issued by the FDA on April 10, 2026 for the Company's RP1 BLA for the treatment of advanced melanoma, the Lead Plaintiff filed a second amended complaint in the class action that addresses the second CRL.

The Company’s and the other defendants’ response is now due on August 17, 2026.

The Company and the other defendants deny any wrongdoing and continue to 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.

4 unchanged sentences

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.

On September 29, 2025, the SEC informed the Company that it was 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.

On June 24, 2026, the SEC informed the Company that it has concluded its investigation of the Company and that it is not recommending an enforcement action be taken against the Company.

On August 6, 2026, a class action complaint alleging violations of the federal securities laws was filed against the Company and its directors and certain officers in the District of Massachusetts.

The complaint, captioned Toor v.

Replimune Group, Inc.

et al., Case No.

1:26-cv-13612, alleges essentially the same facts and circumstances as the Lead Plaintiff's case.

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

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.

Therefore, the Company has not recorded any liability in the condensed consolidated financial statements as of and for the three months ended June 30, 2026.

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

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 did not record an income tax provision for the three months ended June 30, 2026 or 2025 as a result of forecasted United States and United Kingdom losses for the respective years.

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.

The Company has considered its history of cumulative net losses, future reversals of existing taxable temporary differences, estimated future taxable income and prudent and 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.

16 Geographic information

2 unchanged sentences

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

June 30, 2026 March 31, 2026

United States $ 11,171 $ 12,174

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 nine months ended December 31, 2025 and 2024:

Three Months Ended

December 31, Nine Months Ended

2025 2024 2025 2024

Operating expenses:

8 unchanged sentences

RP2 8,828 3,875

RP3 826 1,434 2,262 3,856

Unallocated research and development expenses¹:

3 unchanged sentences

Loss from operations ( 68,247 ) ( 90,422 )

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

Other (expense) income, net ( 1,519 ) $ 3,729

Net loss ( 69,766 ) ( 86,693 )

1 unchanged sentence

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 .

FDA approval of TUDRIQEV

On August 6, 2026, the FDA granted accelerated approval for TUDRIQEV (vusolimogene oderparepvec-wtpg), previously referred to as RP1, in combination with nivolumab for the treatment of adults with unresectable advanced cutaneous melanoma who experienced disease progression on an anti-PD-1 antibody-based regimen.

This indication is approved under accelerated approval based on objective response rate and duration of response.

This approval is a significant milestone for the Company, and the commercial launch of TUDRIQEV is in progress.

Equity offering

On August 10, 2026, the Company completed an offering of (a) 9,701,490 shares of the Company’s common stock at an offering price of $ 12.06 per share and, (b) in lieu of common stock to certain investors, pre-funded warrants to purchase 2,736,340 shares of its common stock at an offering price of $ 12.0599 per pre-funded warrant.

The company received aggregate net proceeds of approximately $ 141.0 million after deducting fees and expenses of approximately $ 9.0 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