What changed in this filing

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Item 1. Financial Statements

2022-02-03 compared with 2021-11-04 · 112 added, 97 removed, 489 unchanged (30% of the section changed)

3 unchanged sentences

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

September 30, 2021 March 31, 2021

December 31, 2021 March 31, 2021

Current assets:

5 unchanged sentences

Property, plant and equipment, net 7,412 7,442

Research and development incentives receivable, non-current 1,467 —

Restricted cash 1,636 1,636

15 unchanged sentences

Common stock, $ 0.001 par value;

150,000,000 shares authorized as of September 30, 2021 and March 31, 2021;

46,855,331 and 46,566,481 shares issued and outstanding as of September 30, 2021 and March 31, 2021, respectively

150,000,000 shares authorized as of December 31, 2021 and March 31, 2021;

47,206,316 and 46,566,481 shares issued and outstanding as of December 31, 2021 and March 31, 2021, respectively

Additional paid-in capital 717,151 692,243

7 unchanged sentences

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

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

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

2021 2020 2021 2020

9 unchanged sentences

Interest expense on debt obligations — ( 247 ) — ( 817 )

Loss on extinguishment of debt — ( 913 ) — ( 913 )

Other (expense) income ( 241 ) ( 454 ) ( 849 ) ( 999 )

Total other (expense) income, net ( 108 ) ( 432 ) ( 38 ) ( 92 )

Total other income (expense), net 24 ( 1,508 ) ( 14 ) ( 1,600 )

Net loss $ ( 29,674 ) $ ( 21,783 ) $ ( 86,340 ) $ ( 59,371 )

5 unchanged sentences

(Amounts in thousands)

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

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

2021 2020 2021 2020

1 unchanged sentence

Other comprehensive loss:

Foreign currency translation gain (loss) 219 626 443 614

Net unrealized (loss) gain on short-term investments, net of tax of $ 0

Foreign currency translation gain 161 548 604 1,162

Net unrealized loss on short-term investments, net of tax of $ 0

( 351 ) ( 53 ) ( 391 ) ( 296 )

16 unchanged sentences

Net loss — — — ( 27,311 ) — ( 27,311 )

Balances as of Balances as of June 30, 2021 46,730,451 $ 47 $ 699,666 $ ( 220,479 ) $ ( 210 ) $ 479,024

Balances as of June 30, 2021 46,730,451 47 699,666 ( 220,479 ) ( 210 ) 479,024

Foreign currency translation adjustment $ — — — — 219 219

4 unchanged sentences

Balances as of September 30, 2021 46,855,331 47 707,190 ( 249,834 ) 9 457,412

Foreign currency translation adjustment — — — — 161 161

Unrealized loss on short-term investments — — — — ( 351 ) ( 351 )

Exercise of stock options 350,985 — 4,043 — — 4,043

Stock-based compensation expense — — 5,918 — — 5,918

Net loss — — — ( 29,674 ) — ( 29,674 )

Balances as of December 31, 2021 47,206,316 $ 47 $ 717,151 $ ( 279,508 ) $ ( 181 ) $ 437,509

Balances as of March 31, 2020 36,668,743 $ 37 $ 296,961 $ ( 112,298 ) $ ( 982 ) $ 183,718

8 unchanged sentences

Net loss — — — ( 17,493 ) — ( 17,493 )

Balances as of Balances as of June 30, 2020 40,280,420 $ 40 $ 408,755 $ ( 129,791 ) $ ( 1,190 ) $ 277,814

Balances as of June 30, 2020 40,280,420 40 408,755 ( 129,791 ) ( 1,190 ) 277,814

Foreign currency translation adjustment — — — — 626 626

4 unchanged sentences

Balances as of September 30, 2020 40,312,272 40 411,847 ( 149,886 ) ( 611 ) 261,390

Foreign currency translation adjustment 0 0 0 0 548 548

Unrealized loss on short-term investments — — — — ( 53 ) ( 53 )

Exercise of stock options 447,403 1 3,068 — — 3,069

Issuance of prefunded warrants to purchase common stock, net of $ 3,750 issuance costs

— — 58,750 — — 58,750

Issuance of common stock, net of issuance costs and underwriter fees of $ 13,775

5,625,000 5 211,220 211,225

Stock-based compensation expense — — 3,049 — — 3,049

Net loss — — — ( 21,783 ) — ( 21,783 )

Balances as of December 31, 2020 46,384,675 $ 46 $ 687,934 $ ( 171,669 ) $ ( 116 ) $ 516,195

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

2 unchanged sentences

(Amounts in thousands)

Six Months Ended September 30,

Nine Months Ended December 31,

Cash flows from operating activities:

5 unchanged sentences

Noncash interest expense — 181

Loss on extinguishment of debt — 913

Changes in operating assets and liabilities:

13 unchanged sentences

Cash flows from financing activities:

Proceeds from long-term debt, net of debt issuance costs — ( 100 )

Payments of debt issuance costs — ( 100 )

Proceeds from issuance of common stock in follow-on public offering, net of underwriting fees and discounts — 286,107

Proceeds from issuance of prefunded warrants to purchase common stock, net of underwriting fees and discounts — 91,650

Payment of issuance costs — —

Principal payment of long-term debt — ( 10,000 )

Payment of long-term debt extinguishment costs — ( 795 )

Principal payment of finance lease obligation ( 188 ) ( 92 )

17 unchanged sentences

Replimune Group, Inc.

(the “Company”) is a clinical-stage biotechnology company focused on the development of oncolytic immunotherapies to treat cancer.

(the “Company”) is a clinical-stage biotechnology company committed to applying our leading expertise in the field of oncolytic immunotherapy to transform the lives of cancer patients through our novel tumor-directed oncolytic immunotherapies.

Our proprietary tumor-directed oncolytic immunotherapy 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:

10 unchanged sentences

The accompanying 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 $ 29,355 and $ 20,095 for the three months ended September 30, 2021 and 2020, respectively and net losses of $ 56,666 and $ 37,588 for the six months ended September 30, 2021 and 2020, respectively.

In addition, as of September 30, 2021, the Company had an accumulated deficit of $ 249,834 .

The Company has incurred recurring losses since its inception, including net losses of $ 29,674 and $ 21,783 for the three months ended December 31, 2021 and 2020, respectively, and net losses of $ 86,340 and $ 59,371 for the nine months ended December 31, 2021 and 2020, respectively.

In addition, as of December 31, 2021, the Company had an accumulated deficit of $ 279,508 .

The Company expects to continue to generate operating losses for the foreseeable future.

2 unchanged sentences

In December 2019, a novel strain of coronavirus, which causes the disease known as COVID-19, was reported to have surfaced in Wuhan, China.

Since then, COVID-19 coronavirus has spread globally.

Since then, COVID-19 coronavirus has spread globally and recently identified variants of COVID-19, Delta and Omicron, which appear to be more transmissible and contagious than previous COVID-19 variants, have caused an increase in the number of COVID-19 cases globally.

In March 2020, the World Health Organization declared the COVID-19 outbreak a pandemic and the U.S.

7 unchanged sentences

Other impacts to the Company’s business may include temporary closures of its suppliers and disruptions or restrictions on its employees’ ability to travel.

Any prolonged material disruption to the Company’s employees or suppliers could adversely impact the Company’s preclinical research and clinical trial activities, financial condition and results of operations, including its ability to obtain financing.

prolonged material disruption to the Company’s employees or suppliers could adversely impact the Company’s preclinical research and clinical trial activities, financial condition and results of operations, including its ability to obtain financing.

Summary of significant accounting policies

11 unchanged sentences

Unaudited interim financial information

The accompanying consolidated balance sheet as of September 30, 2021, the consolidated statements of operations, of comprehensive loss and of stockholders’ equity for the three and six months ended September 30, 2021 and 2020 and the consolidated statements of cash flows for the six months ended September 30, 2021 and 2020 are unaudited.

The unaudited interim 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 presentation of the Company’s financial position as of September 30, 2021 and the results of its operations for the three and six months ended September 30, 2021 and 2020 and its cash flows for the six months ended September 30, 2021 and 2020.

The financial data and other information disclosed in these consolidated notes related to the three and six months ended September 30, 2021 and 2020 are unaudited.

The results for the three and six months ended September 30, 2021 are not necessarily indicative of results to be expected for the year ending March 31, 2022, 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, 2021, which was filed with the Securities and Exchange Commission on May 20, 2021.

During the three and six months ended September 30, 2021, there have been no changes to the Company’s significant accounting policies as described in the Company's Annual Report on Form 10-K for the year ended March 31, 2021 which was filed with the Securities and Exchange Commission on May 20, 2021, except as described below.

The accompanying consolidated balance sheet as of December 31, 2021, the consolidated statements of operations, of comprehensive loss and of stockholders’ equity for the three and nine months ended December 31, 2021 and 2020 and the consolidated statements of cash flows for the nine months ended December 31, 2021 and 2020 are unaudited.

The unaudited interim 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 presentation of the Company’s financial position as of December 31, 2021 and the results of its operations for the three and nine months ended December 31, 2021 and 2020 and its cash flows for the nine months ended December 31, 2021 and 2020.

The financial data and other information disclosed in these consolidated notes related to the three and nine months ended December 31, 2021 and 2020 are unaudited.

The results for the three and nine months ended December 31, 2021 are not necessarily indicative of results to be expected for the year ending March 31, 2022, any other interim periods or any future year or period.

During the three and nine months ended December 31, 2021, there have been no changes to the Company’s significant accounting policies as described in the Annual Report, except as described below.

Recently adopted accounting pronouncements

3 unchanged sentences

ASU 2019-12 also amends other aspects of the guidance to help simplify and promote consistent application of GAAP.

The new standard was effective for fiscal years, and interim periods within those fiscal years, beginning after December 15, 2020.

new standard was effective for fiscal years, and interim periods within those fiscal years, beginning after December 15, 2020.

We adopted ASU 2019-12 effective April 1, 2021.

15 unchanged sentences

Fair Value Measurements as of

September 30, 2021 Using:

December 31, 2021 Using:

Level 1 Level 2 Level 3 Total

10 unchanged sentences

$ — $ 444,518 $ — $ 444,518

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

During the three and six months ended September 30, 2021 and 2020, there were no transfers between levels.

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, 2021 and 2020, there were no transfers between levels.

Valuation of cash equivalents and short-term investments

2 unchanged sentences

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

Cash equivalents consisted of money market funds at September 30, 2021 and March 31, 2021.

Cash equivalents consisted of money market funds at December 31, 2021 and March 31, 2021.

Short-term investments

Short-term investments by investment type consisted of the following:

September 30, 2021

December 31, 2021

cost Gross unrealized

11 unchanged sentences

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

September 30, 2021 March 31, 2021

December 31, 2021 March 31, 2021

Office equipment $ 916 $ 830

6 unchanged sentences

$ 7,412 $ 7,442

Depreciation and amortization expense was $ 532 and $ 1,050 for the three and six months ended September 30, 2021, respectively, and $ 425 and $ 816 for the three and six months ended September 30, 2020, respectively.

Depreciation and amortization expense was $ 548 and $ 1,598 for the three and nine months ended December 31, 2021, respectively, and $ 402 and $ 1,217 for the three and nine months ended December 31, 2020, respectively.

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

1 unchanged sentence

Accrued expenses and other current liabilities consisted of the following:

September 30, 2021 March 31, 2021

December 31, 2021 March 31, 2021

Accrued research and development costs $ 4,845 $ 3,862

2 unchanged sentences

Other 927 514

$ 9,991 $ 8,735

Total accrued expenses and other current liabilities $ 10,754 $ 8,735

Long-term debt

For the periods ended September 30, 2021 and March 31, 2021, there are no debt balances outstanding.

For the periods ended December 31, 2021 and March 31, 2021, there are no debt balances outstanding.

Hercules Loan Agreement

12 unchanged sentences

Such upfront fees included closing costs and legal fees associated with entering into the respective agreements, and were recorded as a debt discount.

The Company did not recognize any aggregate interest expense under the Hercules Loan Agreement during the three and six months ended September 30, 2021.

During the three and six months ended September 30, 2020, the Company recognized aggregate interest expense under the Hercules Loan Agreement of $ 286 and $ 570 , respectively, which included non-cash interest expense of $ 63 and $ 126 , respectively.

Non-cash interest expense related to the amortization of the debt discount was $ 0 during the three and six months ended September 30, 2021 and $ 29 and $ 56 , respectively, during the three and six months ended September 30, 2020.

The accretion of the final payment was $ 0 for the three and six months ended September 30, 2021 and $ 34 and $ 70 for the three and six months ended September 30, 2020, respectively.

The Company did not recognize any aggregate interest expense under the Hercules Loan Agreement during the three and nine months ended December 31, 2021.

During the three and nine months ended December 31, 2020, the Company recognized aggregate interest expense under the Hercules Loan Agreement of $ 247 and $ 817 , respectively, which included non-cash interest expense of $ 55 and $ 181 , respectively.

Non-cash interest expense related to the amortization of the debt discount was $ 0 during the three and nine months ended December 31, 2021 and $ 26 and $ 82 , respectively, during the three and nine months ended December 31, 2020.

The accretion of the final payment was $ 0 for the three and nine months ended December 31, 2021 and $ 29 and $ 99 for the three and nine months ended December 31, 2020, respectively.

8 Stockholders’ equity

As of September 30, 2021 and March 31, 2021, 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 September 30, 2021 and March 31, 2021, the Company had reserved 16,875,800 and 14,572,115 shares of common stock for the exercise of outstanding stock options and the vesting of restricted share 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 9) and the exercise of the outstanding warrants to purchase shares of common stock, respectively.

As of December 31, 2021 and March 31, 2021, the Company’s certificate of incorporation, as amended and restated, authorized the Company to issue up to 150,000,000 shares of common stock, par value $ 0.001 per share.

As of December 31, 2021 and March 31, 2021, the Company had reserved 16,524,815 and 14,572,115 shares of common stock for the exercise of outstanding stock options and the vesting of restricted share 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 9) and the exercise of the outstanding warrants to purchase shares of common stock, respectively.

Undesignated preferred stock

As of September 30, 2021, the Company’s certificate of incorporation, as amended and restated, authorized the Company to issue up to 10,000,000 shares of undesignated preferred stock, par value $ 0.001 per share.

There were no undesignated preferred shares issued or outstanding as of September 30, 2021.

As of December 31, 2021, 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, 2021.

In August 2019, the Company entered into a Sales Agreement (as amended, the “2019 Sales Agreement”) with SVB Leerink LLC (the “Agent”), pursuant to which the Company could sell, from time to time, at its option, up to an aggregate amount of $ 75,000 of shares of the Company’s common stock, $ 0.001 par value per share, through the Agent, as the Company’s sales agent.

7 unchanged sentences

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

The Company did not issue or sell any shares under the 2020 Sales Agreement during the quarter ended September 30, 2021 or during the year ended March 31, 2021.

The Company did not issue or sell any shares under the 2020 Sales Agreement during the three and nine months ended December 31, 2021 or during the year ended March 31, 2021.

Equity offerings

24 unchanged sentences

Other than as set forth in Note 9 and Note 10 to these consolidated financial statements, the 5,284,238 Pre-Funded Warrants are not included in the number of issued and outstanding shares of the Company’s common stock set forth herein.

As of September 30, 2021, none of the November 2019 Pre-Funded Warrants, the June 2020 Pre-Funded Warrants, or the October 2020 Pre-Funded Warrants had been exercised.

As of December 31, 2021, none of the November 2019 Pre-Funded Warrants, the June 2020 Pre-Funded Warrants, or the October 2020 Pre-Funded Warrants had been exercised.

9 Stock-based compensation

2 unchanged sentences

Three Months Ended

September 30, Six Months Ended

September 30,

December 31, Nine Months Ended

2021 2020 2021 2020

2 unchanged sentences

$ 5,918 $ 3,049 $ 18,481 $ 8,318

The following table summarizes stock-based compensation expense by award type for the three months ended September 30, 2021 and 2020:

The following table summarizes stock-based compensation expense by award type for the three months ended December 31, 2021 and 2020:

Three Months Ended

September 30, Six Months Ended September 30,

December 31, Nine Months Ended December 31,

2021 2020 2021 2020

13 unchanged sentences

Restricted stock awards and non-statutory stock options were granted under the 2017 Plan to employees, officers, members of the board of directors, advisors and consultants of the Company.

The maximum number of common shares that may be issued under the 2017 Plan was 2,659,885 , of which no ne remained available for future grants as of September 30, 2021.

The maximum number of common shares that may be issued under the 2017 Plan was 2,659,885 , of which no ne remained available for future grants as of December 31, 2021.

Shares with respect to which awards have expired, terminated, surrendered or cancelled under the 2017 Plan without having been fully exercised will be available for future awards under the 2018 Plan referenced below.

8 unchanged sentences

On April 1, 2020, the number of shares reserved for issuance under the 2018 Plan automatically increased by 1,466,749 shares pursuant to the terms of the 2018 Plan.

As of September 30, 2021, 1,846,546 shares remained available for future grants under the 2018 Plan.

The 2015 Plan, the 2017 Plan and the 2018 Plan was administered by the board of directors or, at the discretion of the board of directors, by a committee of the board of directors.

As of December 31, 2021, 1,715,467 shares remained available for future grants under the 2018 Plan.

The 2015 Plan, the 2017 Plan and the 2018 Plan are 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.

1 unchanged sentence

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 both plans are determined at the discretion of the board of directors.

Vesting periods for the plans are 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 in closest proximity to the one year anniversary of the date of grant.

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.

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 for the Company’s IPO.

The total shares of common stock initially reserved for issuance under the ESPP is limited to 348,612 shares.

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, including the November 2019 Pre-Funded Warrants, the June 2020 Pre-Funded Warrants, and the October 2020 Pre-Funded Warrants, 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.

18 unchanged sentences

Three Months Ended

September 30, Six Months Ended

September 30,

December 31, Nine Months Ended

2021 2020 2021 2020

12 unchanged sentences

Cancelled ( 601,469 ) $ 26.24

Outstanding as of September 30, 2021 6,998,097 $ 16.38 7.63 $ 100,863

Outstanding as of December 31, 2021 6,695,387 $ 16.55 7.44 $ 81,838

Options exercisable as of March 31, 2021 2,698,708 $ 8.38 6.79 $ 59,717

Options exercisable as of September 30, 2021 3,573,726 $ 9.54 6.54 $ 71,819

As of September 30, 2021, there was $ 47.2 million of unrecognized compensation cost related to unvested common stock options, which is expected to be recognized over a weighted average period of 2.65 years.

The weighted average grant-date fair value of stock options granted during the six months ended September 30, 2021 and 2020 was $ 22.25 and $ 8.28 , respectively.

The aggregate intrinsic value of stock options exercised during the six months ended September 30, 2021 was $ 7.1 million.

Options exercisable as of December 31, 2021 3,492,076 $ 9.96 6.47 $ 60,493

As of December 31, 2021, there was $ 42.8 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, 2021 and 2020 was $ 21.95 and $ 10.06 , respectively.

The aggregate intrinsic value of stock options exercised during the nine months ended December 31, 2021 was $ 14.6 million.

Restricted stock units

A summary of the changes in the Company's RSUs during the three months ended September 30, 2021 is as follows:

A summary of the changes in the Company's RSUs during the nine months ended December 31, 2021 is as follows:

Number of Restricted Shares Weighted

3 unchanged sentences

Cancelled ( 37,122 ) 32.09

Outstanding as of September 30, 2021 699,200 32.84

As of September 30, 2021, there was $ 20.7 million of unrecognized compensation cost related to unvested restricted stock units, which is expected to be recognized over a weighted average period of 3.63 years.

As of March 31, 2021, there was $ 0.5 million of unrecognized compensation cost related to unvested restricted stock units .

Outstanding as of December 31, 2021 782,004 32.40

As of December 31, 2021, there was $ 21.6 million of unrecognized compensation cost related to unvested restricted stock units, which is expected to be recognized over a weighted average period of 3.4 years.

As of December 31, 2020, there was no unrecognized compensation cost related to unvested restricted stock units .

10 Net loss per share

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

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

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

2021 2020 2021 2020

6 unchanged sentences

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 attributable to common stockholders for the periods indicated because including them would have had an anti-dilutive effect:

Three and Six Months Ended September 30,

Three and Nine Months Ended December 31,

Options to purchase common stock 6,695,387 6,326,577

28 unchanged sentences

Under the terms of the agreement, on a quarterly basis the Company and Regeneron true-up costs of the study and make corresponding payments to the party that incurred the majority of the costs.

During the three and six months ended September 30, 2021 and 2020, the Company did not make any payments to Regeneron under the terms of the agreement.

As of September 30, 2021 and March 31, 2021, the Company recorded $ 1.6 million and $ 1.3 million of receivables from Regeneron in connection with this agreement in prepaid expenses and other current assets in the consolidated balance sheet, respectively.

During the three and nine months ended December 31, 2021 and 2020, the Company did not make any payments to Regeneron under the terms of the agreement.

As of December 31, 2021 and March 31, 2021, the Company recorded $ 1.9 million and $ 1.3 million of receivables from Regeneron in connection with this agreement in prepaid expenses and other current assets in the consolidated balance sheet, respectively.

12 Commitments and contingencies

6 unchanged sentences

As a result, all contract consideration is allocated to the single lease component.

In October 2021, the Company entered into an agreement to lease approximately 2,951 square feet of research and development, office and laboratory space in Abingdon, Oxfordshire, United Kingdom.

Pursuant to the lease agreement, the lease term commenced on November 1, 2021 with rental payments scheduled to commence on February 1, 2022.

The lease term is for five years with no option for renewal.

Annual lease payments are approximately $ 0.1 million.

The Company recorded a right-of-use asset and a lease liability of approximately $ 0.4 million upon commencement of the lease and the lease is classified as an operating lease.

The Company’s leases have remaining lease terms of eight years to eighteen years .

4 unchanged sentences

Variable lease components represent amounts that are not fixed in nature and are not tied to an index or rate, and are recognized as incurred.

The table below presents the lease-related assets and liabilities recorded on the consolidated balance sheet as of September 30, 2021:

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

The table below presents the lease-related assets and liabilities recorded on the consolidated balance sheet as of December 31, 2021:

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

2021 2020 2021 2020

4 unchanged sentences

Total lease cost $ 1,411 $ 1,406 $ 4,227 $ 4,209

The Company incurred finance lease amortization costs of $ 607 and $ 1,214 for the three and six months ended September 30, 2021, respectively, of which $ 517 and $ 1,035 are recognized in research and development expenses.

For the three and six months ended September 30, 2020, the Company incurred finance lease amortization costs of $ 607 and $ 1,214 , respectively, of which $ 518 and $ 1,035 are recognized in research and development costs.

In addition, the Company incurred interest expense on finance leases of $ 557 and $ 1,115 , respectively, for the three and six months ended September 30, 2021, of which $ 468 and $ 936 are recognized in research and development.

For the three and six months ended September 30, 2020, the Company incurred $ 562 and $ 1,123 of interest expense on finance leases, of which $ 471 and $ 942 are recognized in research and development.

For the three and six months ended September 30, 2021, the Company recognized $ 89 and $ 178 of operating lease costs within general and administrative expenses.

For the three and six months ended September 30, 2020, the Company recognized $ 89 and 179 of operating lease costs within general and administrative expenses.

The following table summarizes the maturity of the Company’s lease liabilities on an undiscounted cash flow basis and a reconciliation to the operating and financing lease liabilities recognized on our balance sheet as of September 30, 2021:

September 30, 2021

The Company incurred finance lease amortization costs of $ 607 and $ 1,821 for the three and nine months ended December 31, 2021, respectively, of which $ 518 and $ 1,553 are recognized in research and development expenses.

For the three and nine months ended December 31, 2020, the Company incurred finance lease amortization costs of $ 607 and $ 1,821 , respectively, of which $ 518 and $ 1,553 are recognized in research and development costs.

In addition, the Company incurred interest expense on finance leases of $ 555 and $ 1,670 , respectively, for the three and nine months ended December 31, 2021, of which $ 466 and $ 1,402 are recognized in research and development.

For the three and nine months ended December 31, 2020, the Company incurred $ 560 and $ 1,683 of interest expense on finance leases, of which $ 470 and $ 1,412 are recognized in research and development.

For the three and nine months ended December 31, 2021, the Company recognized $ 89 and $ 267 of operating lease costs within general and administrative expenses.

For the three and nine months ended December 31, 2020, the Company recognized $ 90 and $ 268 of operating lease costs within general and administrative expenses.

December 31, 2021

Operating leases Financing lease Total

2022 (remaining six months) $ 482 $ 1,259 $ 1,741

2022 (remaining three months) $ 260 $ 629 $ 889

2023 1,083 2,562 3,645

6 unchanged sentences

Total lease liabilities $ 6,053 $ 27,044 $ 33,097

The following table provides lease disclosure as of September 30, 2021 and March 31, 2021:

September 30, 2021 March 31, 2021

The following table provides lease disclosure as of December 31, 2021 and March 31, 2021:

December 31, 2021 March 31, 2021

Right-to-use operating lease asset $ 5,738 $ 5,751

6 unchanged sentences

Total lease liabilities $ 33,097 $ 33,280

The following table provides lease disclosure for the six months ended September 30, 2021 and 2020:

Six Months Ended September 30,

The following table provides lease disclosure for the nine months ended December 31, 2021 and 2020:

Nine Months Ended December 31,

Other information

8 unchanged sentences

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

The variable lease costs and short-term lease costs were insignificant for three and six months ended September 30, 2021 and 2020.

The variable lease costs and short-term lease costs were insignificant for three and nine months ended December 31, 2021 and 2020.

Manufacturing commitments

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

As of September 30, 2021 and March 31, 2021, the Company had committed to minimum payments under these arrangements totaling $ 1,266 and $ 1,651 , respectively, through March 31, 2022.

As of December 31, 2021 and March 31, 2021, the Company had committed to minimum payments under these arrangements totaling $ 1,190 and $ 1,651 , respectively, through March 31, 2022.

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 consolidated financial statements as of September 30, 2021 or March 31, 2021.

Legal proceedings

4 unchanged sentences

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

September 30, 2021 March 31, 2021

December 31, 2021 March 31, 2021

United States $ 6,494 $ 6,866

1 unchanged sentence

$ 7,412 $ 7,442

14 Subsequent Events

On November 2, 2021, Replimune Limited entered into a lease agreement with MEPC Milton Park No.

1 Limited and MEPC Milton Park No.

2 Limited for the lease of approximately 2,951 rentable square feet located at 71 Innovation Drive, Milton Park, Abingdon, Oxfordshire, United Kingdom.

The Premises are adjacent to the Company’s existing facility in Oxfordshire, United Kingdom and will be used for research and development, laboratory and office space.

The lease commenced on November 1, 2021, with rental payments scheduled to commence on February 1, 2022 and to continue for approximately 4 years and 9 months thereafter.

The Company’s base rent obligation will be eighty-two thousand pounds (£ 82,000 ) per annum.

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