What changed in this filing

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Item 1. Financial Statements

2024-02-08 compared with 2023-11-07 · 155 added, 99 removed, 512 unchanged (33% of the section changed)

3 unchanged sentences

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

September 30, 2023 March 31, 2023

December 31, 2023 March 31, 2023

Current assets:

5 unchanged sentences

Property, plant and equipment, net 9,473 7,479

Research and development incentives receivable, non-current 809 —

Restricted cash 1,636 1,636

17 unchanged sentences

Common stock, $ 0.001 par value;

150,000,000 shares authorized as of September 30, 2023 and March 31, 2023;

59,059,343 and 56,676,313 shares issued and outstanding as of September 30, 2023 and March 31, 2023, respectively

150,000,000 shares authorized as of December 31, 2023 and March 31, 2023;

61,387,786 and 56,676,313 shares issued and outstanding as of December 31, 2023 and March 31, 2023, respectively

Additional paid-in capital 1,062,949 1,034,994

4 unchanged sentences

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

Table of Conte nts

REPLIMUNE GROUP, INC.

1 unchanged sentence

(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,

2023 2022 2023 2022

9 unchanged sentences

Interest expense on debt obligations ( 1,012 ) ( 941 ) ( 3,083 ) ( 941 )

Other (expense) income

( 1,409 ) ( 2,659 ) ( 35 ) ( 4,678 )

Other income (expense) 1,344 147 1,307 ( 4,531 )

Total other income (expense), net 5,893 1,940 15,771 ( 960 )

Loss before income taxes $ ( 50,647 ) $ ( 39,690 ) $ ( 160,246 ) $ ( 125,045 )

Income tax (benefit)

( 201 ) $ — $ — $ —

Income tax provision 473 $ — $ 473 $ —

Net loss $ ( 51,120 ) $ ( 39,690 ) $ ( 160,719 ) $ ( 125,045 )

2 unchanged sentences

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

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REPLIMUNE GROUP, INC.

1 unchanged sentence

(Amounts in thousands)

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

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

2023 2022 2023 2022

1 unchanged sentence

Other comprehensive loss:

Foreign currency translation gain

1,308 2,330 3 4,067

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

Foreign currency translation (loss) gain ( 1,288 ) 158 ( 1,285 ) 4,225

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

534 650 290 487

1 unchanged sentence

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

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REPLIMUNE GROUP, INC.

23 unchanged sentences

Balances as of September 30, 2023 59,059,343 59 1,054,712 ( 595,087 ) 5,488 465,172

Foreign currency translation adjustment — — — — ( 1,288 ) ( 1,288 )

Unrealized gain on short-term investments — — — — 534 534

Exercise of pre-funded warrants 2,279,967 2 ( 4 ) — — ( 2 )

Vesting of RSUs 48,476 — — — — —

Stock-based compensation expense — — 8,241 — — 8,241

Net loss — — — ( 51,120 ) — ( 51,120 )

Balances as of December 31, 2023 61,387,786 $ 61 $ 1,062,949 $ ( 646,207 ) $ 4,734 $ 421,537

Balances as of March 31, 2022 47,338,660 $ 47 $ 723,359 $ ( 311,204 ) $ ( 973 ) $ 411,229

15 unchanged sentences

Balances as of September 30, 2022 49,739,407 50 777,650 ( 396,559 ) 2,931 384,072

Issuance of prefunded warrants to purchase common stock — — 92,778 — — 92,778

Issuance of common stock, net of issuance costs and underwriter fees 6,810,658 7 149,847 — — 149,854

Foreign currency translation adjustment — — — — 158 158

Unrealized gain on short-term investments — — — — 650 650

Exercise of stock options 60,921 — 500 — — 500

Vesting of RSUs 22,013 — — —

Stock-based compensation expense — — 7,023 — — 7,023

Net loss — — — ( 39,690 ) — ( 39,690 )

Balances as of December 31, 2022 56,632,999 $ 57 $ 1,027,798 $ ( 436,249 ) $ 3,739 $ 595,345

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

Table of Conte nts

REPLIMUNE GROUP, INC.

1 unchanged sentence

(Amounts in thousands)

Six Months Ended September 30,

Nine Months Ended December 31,

Cash flows from operating activities:

5 unchanged sentences

Noncash interest expense 786 235

Unrealized foreign currency transaction losses 37 —

Unrealized foreign currency transaction (gains) losses ( 1,307 ) —

Changes in operating assets and liabilities:

6 unchanged sentences

Operating lease liabilities ( 433 ) ( 391 )

Other non-current liabilities 320 —

Net cash used in operating activities ( 139,301 ) ( 95,254 )

5 unchanged sentences

Cash flows from financing activities:

Proceeds from issuance of common stock, net of underwriting fees and discounts — 150,102

Proceeds from issuance of prefunded warrants to purchase common stock, net of underwriting fees and discounts — 92,778

Proceeds from issuance of common stock through ATM sales, net of offering costs — 37,438

Proceeds from long-term debt 15,000 30,000

Payment of debt issuance costs — ( 1,846 )

Principal payment of finance lease obligation ( 345 ) ( 262 )

9 unchanged sentences

Supplemental disclosure of non-cash investing and financing activities:

Common stock issuance costs included in accrued expenses — 249

Purchases of property and equipment included in accounts payable 127 19

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

Table of Conte nts

REPLIMUNE GROUP, INC.

15 unchanged sentences

Even if the Company’s product development efforts are successful, it is uncertain when, if ever, the Company will realize significant 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-PD1 failed melanoma cohort of the IGNYTE clinical trial.

RP2 is currently in clinical development with planning underway for a potentially registration enabling clinical trial in uveal melanoma.

As reported in December 2023, our randomized, controlled Phase-2 clinical trial of RP1 with cutaneous squamous cell carcinoma, referred to as CERPASS or the CERPASS trial, did not meet either of the two primary endpoints and development efforts on RP3 have been deprioritized.

Basis of presentation

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 $ 60.0 million and $ 43.1 million for the three months ended September 30, 2023 and 2022, respectively, and net losses of $ 109.6 million and $ 85.4 million for the six months ended September 30, 2023 and 2022, respectively.

In addition, as of September 30, 2023, the Company had an accumulated deficit of $ 595.1 million.

The Company has incurred recurring losses since its inception, including net losses of $ 51.1 million and $ 39.7 million for the three months ended December 31, 2023 and 2022, respectively, and net losses of $ 160.7 million and $ 125.0 million for the nine months ended December 31, 2023 and 2022, respectively.

In addition, as of December 31, 2023, the Company had an accumulated deficit of $ 646.2 million.

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

5 unchanged sentences

The preparation of consolidated financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities, the disclosure of contingent assets and liabilities at the date of the consolidated financial statements and the reported amounts of expenses during the reporting periods.

Significant estimates and assumptions reflected in these consolidated financial statements include, but are not limited to, the accrual for research and development expenses and the valuation of stock-based awards.

Significant estimates and assumptions reflected in these consolidated financial statements include, but are not limited to, the

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accrual for research and development expenses and the valuation of stock-based awards.

The Company bases its estimates on historical experience, known trends and other market-specific or other relevant factors that it believes to be reasonable under the circumstances.

Unaudited interim financial information

The accompanying consolidated balance sheet as of September 30, 2023, the consolidated statements of operations, of comprehensive loss and of stockholders’ equity for the three and six months ended September 30, 2023 and 2022 and the consolidated statements of cash flows for the six months ended September 30, 2023 and 2022 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, 2023 and the results of its operations for the three and six months ended September 30, 2023 and 2022 and its cash flows for the six months ended September 30, 2023 and 2022.

The financial data and other information disclosed in these consolidated notes related to the three and six months ended September 30, 2023 and 2022 are unaudited.

The results for the three and six months ended September 30, 2023 are not necessarily indicative of results to be expected for the year ending March 31, 2024, any other interim periods or any future year or period.

The accompanying consolidated balance sheet as of December 31, 2023, the consolidated statements of operations, of comprehensive loss and of stockholders’ equity for the three and nine months ended December 31, 2023 and 2022 and the consolidated statements of cash flows for the nine months ended December 31, 2023 and 2022 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, 2023 and the results of its operations for the three and nine months ended December 31, 2023 and 2022 and its cash flows for the nine months ended December 31, 2023 and 2022.

The financial data and other information disclosed in these consolidated notes related to the three and nine months ended December 31, 2023 and 2022 are unaudited.

The results for the three and nine months ended December 31, 2023 are not necessarily indicative of results to be expected for the year ending March 31, 2024, 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, 2023, which was filed with the Securities and Exchange Commission on May 18, 2023 (the "Annual Report").

During the three and six months ended September 30, 2023, there have been no changes to the Company’s significant accounting policies as described in the Annual Report.

During the three and nine months ended December 31, 2023, there have been no changes to the Company’s significant accounting policies as described in the Annual Report.

Fair value of financial assets and liabilities

1 unchanged sentence

Fair Value Measurements as of

September 30, 2023 Using:

December 31, 2023 Using:

Level 1 Level 2 Level 3 Total

15 unchanged sentences

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

During the three and six months ended September 30, 2023 and 2022, there were no transfers between levels.

During the three and nine months ended December 31, 2023 and 2022, there were no transfers between levels.

Valuation of cash equivalents and short-term investments

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Money market funds, U.S.

1 unchanged sentence

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, 2023 and money market funds at March 31, 2023.

Cash equivalents consisted of money market funds at December 31, 2023 and money market funds at March 31, 2023.

Short-term investments

As of September 30, 2023 and March 31, 2023, the Company's available-for-sale investments by type consisted of the following:

September 30, 2023

As of December 31, 2023 and March 31, 2023, the Company's available-for-sale investments by type consisted of the following:

December 31, 2023

cost Gross unrealized

9 unchanged sentences

Total $ 436,859 $ 264 $ ( 327 ) $ — $ 436,796

As of September 30, 2023, available-for-sale securities consisted of investments that mature within one year.

As of December 31, 2023, available-for-sale securities consisted of investments that mature within one year.

As of March 31, 2023, available-for-sale securities consisted of investments that mature within one year, with the exception of certain U.S.

3 unchanged sentences

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

September 30, 2023 March 31, 2023

December 31, 2023 March 31, 2023

Office equipment $ 1,464 $ 1,240

7 unchanged sentences

Property, plant and equipment, net $ 9,473 $ 7,479

Depreciation expense was $ 0.7 million and $ 1.3 million for the three and six months ended September 30, 2023 and $ 0.6 million and $ 1.2 million for the three and six months ended September 30, 2022, respectively.

Depreciation expense was $ 0.7 million and $ 2.0 million for the three and nine months ended December 31, 2023 and $ 0.7 million and $ 1.9 million for the three and nine months ended December 31, 2022, respectively.

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

1 unchanged sentence

Accrued expenses and other current liabilities consisted of the following:

September 30, 2023 March 31, 2023

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December 31, 2023 March 31, 2023

Accrued research and development costs $ 16,521 $ 11,261

13 unchanged sentences

There is no material impact to the financial statements as a result of the Amendment.

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, which reflects a decrease of $ 30.0 million from the $ 45.0 million per the Amendment noted above.

In addition, the third loan tranche advance under the Second Amendment was increased from $ 25.0 million to $ 30.0 million and the availability of the tranche was extended until March 31, 2025, the fourth tranche advance was increased from $ 35.0 million to $ 50.0 million and the availability of the tranche was extended until March 31, 2026, and the fifth tranche advance was increased from $ 40.0 million to $ 50.0 million and the availability of the tranche was extended until September 15, 2026, subject to the terms and conditions of the Loan Agreement.

The total aggregate maximum principal amount to be drawn under the Loan Agreement remains as up to $ 200.0 million.

The Company evaluated the Second Amendment as a modification under appropriate accounting guidance, and based on our analysis and the immaterial change in cash flows on current outstanding debt, it was determined that there was no material accounting impact.

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”).

5 unchanged sentences

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.

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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 commencing on January 1, 2024.

3 unchanged sentences

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 $ 0.3 million as of September 30, 2023 and $ 0.2 million as of March 31, 2023.

The amount accrued for the final payment is $ 0.4 million as of December 31, 2023 and $ 0.2 million as of March 31, 2023.

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 related to the Company's right to borrow additional amounts from Hercules in the future were recorded in other assets and amortized to interest expense over the relevant draw period on a straight-line basis.

As a result of the Amendment, the Company recorded $ 0.1 million of the remaining unamortized deferred financing costs related to the Tranche 1 delayed draw to interest expense as of September 30, 2023.

Interest expense for the three months and six months ended September 30, 2023 was $ 1.0 million and $ 2.1 million.

The summary of obligations under the term loan as of September 30, 2023 and March 31, 2023 consisted of the following (in thousands):

September 30, 2023 March 31, 2023

Interest expense for the three months and nine months ended December 31, 2023 was $ 1.0 million and $ 3.1 million.

The summary of obligations under the term loan as of December 31, 2023 and March 31, 2023 consisted of the following (in thousands):

December 31, 2023 March 31, 2023

Principal loan balance $ 45,576 $ 30,222

3 unchanged sentences

Long term debt, net $ 44,434 $ 28,648

The annual principal payments due under the Loan Agreement as of September 30, 2023 and March 31, 2023 were as follows:

September 30, 2023 March 31, 2023

The annual principal payments due under the Loan Agreement as of December 31, 2023 and March 31, 2023 were as follows:

December 31, 2023 March 31, 2023

2027 20,145 13,438

3 unchanged sentences

8 Stockholders’ equity

As of September 30, 2023 and March 31, 2023, 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, 2023 and March 31, 2023, 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.

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

September 30, 2023 March 31, 2023

December 31, 2023 March 31, 2023

Stock options, issued and outstanding 8,833,069 7,454,828

6 unchanged sentences

Undesignated preferred stock

As of September 30, 2023, 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, 2023.

As of December 31, 2023, 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, 2023.

On August 11, 2020, the Company and the SVB Leerink LLC (the "Agent") entered into a sales agreement, which was subsequently amended on October 21, 2020 (as amended, the “2020 Sales Agreement”), pursuant to which the Company could sell, from time to time, at its option, up to an aggregate of $ 62.5 million of shares of the Company’s common stock, $ 0.001 par value per share, through the Agent, as the Company’s sales agent.

2 unchanged sentences

Under the 2022 Sales Agreement, the Company could sell, from time to time, at its option, up to an aggregate of $ 100.0 million of shares of the Company’s common stock, $ 0.001 par value per share, through the Agent, as the Company’s sales agent.

During the three and six months ended September 30, 2022, pursuant to the 2022 Sales Agreement, the Company issued and sold an aggregate of 340,000 shares of its common stock, resulting in gross proceeds of $ 6.7 million, before deducting fees of $ 0.3 million.

During the three and nine months ended December 31, 2022, pursuant to the 2022 Sales Agreement, the Company issued and sold an aggregate of 340,000 shares of its common stock, resulting in gross proceeds of $ 6.7 million, before deducting fees of $ 0.3 million.

On August 3, 2023, the 2022 Sales Agreement was terminated by the execution by the Company and Leerink Partners LLC (formerly known as SVB Securities LLC) (the "Current Agent") of a new sales agreement (the "2023 Sales Agreement").

4 unchanged sentences

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

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

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During the three and nine months ended December 31, 2023, 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 additional Shares pursuant to the 2023 Sales Agreement.

7 unchanged sentences

The 5,281,616 shares of the Company's common stock underlying the above-described pre-funded warrants are not included in the number of issued and outstanding shares of the Company’s common stock outstanding as reported on the consolidated balance sheet, though they are included in the Company's annual pool increase calculation 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 six months ended September 30, 2023, a holder of the Company's pre-funded warrants exercised 1,922,655 of its pre-funded warrants and the Company issued 1,922,655 shares of common stock in exchange thereof.

During the nine months ended December 31, 2023, a holder of the Company's pre-funded warrants exercised 4,202,622 of its pre-funded warrants and the Company issued 4,202,622 shares of common stock in exchange thereof.

10 Stock-based compensation

2 unchanged sentences

Three Months Ended

September 30, Six Months Ended

September 30,

December 31, Nine Months Ended

2023 2022 2023 2022

2 unchanged sentences

$ 8,241 $ 7,023 $ 26,201 $ 21,209

The following table summarizes stock-based compensation expense by award type for the three and six months ended September 30, 2023 and 2022:

The following table summarizes stock-based compensation expense by award type for the three and nine months ended December 31, 2023 and 2022:

Three Months Ended

September 30, Six Months Ended September 30,

December 31, Nine Months Ended December 31,

2023 2022 2023 2022

4 unchanged sentences

The 2015 Enterprise Management Incentive Share Option Plan of Replimune UK (the “2015 Plan”) provided for Replimune UK to grant incentive stock options, non-statutory stock options, stock awards, stock units, stock appreciation rights and other stock-based awards.

Incentive stock options were granted under the 2015 Plan only to the Company’s employees, including officers and directors who were also employees.

Incentive stock options were granted under the 2015 Plan only to the Company’s employees,

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including officers and directors who were also employees.

Non-statutory stock options were granted under the 2015 Plan to employees, members of the board of directors, outside advisors and consultants of the Company.

6 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, 2023.

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, 2023.

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.

7 unchanged sentences

On April 1, 2023, the number of shares reserved for issuance under the 2018 Plan automatically increased by 2,646,422 shares pursuant to the terms of the 2018 Plan and based on total number of shares of common stock outstanding on March 31, 2023.

As of September 30, 2023, 2,064,858 shares remained available for future grants under the 2018 Plan.

As of December 31, 2023, 2,487,540 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.

5 unchanged sentences

In 2021 the board of directors initiated the award of restricted stock units ("RSUs"), under the 2018 Plan in addition to stock option awards available as part of the Company's equity incentive for employees, officers, advisors and consultants of the Company.

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

The RSUs typically vest over four approximately equal annual installments with the first such installment occurring on a designated vesting date that is

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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

9 unchanged sentences

The inducement grant included a nonqualified stock option to purchase up to 125,000 shares of the Company's common stock, as well as a restricted stock unit grant representing 88,333 shares of the Company's common stock.

These stock option

and restricted stock unit inducement grants have terms and conditions consistent with those set forth under the 2018 Plan and vest under the same respective vesting schedules as stock option and restricted stock unit awards granted under the 2018 Plan.

These stock option and restricted stock unit inducement grants have terms and conditions consistent with those set forth under the 2018 Plan and vest under the same respective vesting schedules as stock option and restricted stock unit awards granted under the 2018 Plan.

The inducement grant is included in the stock option and RSU award tables below.

16 unchanged sentences

Treasury yield curve in effect at the time of grant of the award for time periods approximately equal to the expected term of the award.

Expected dividend yield is based on the fact that the Company has never paid cash dividends and does not expect to pay any cash dividends in the foreseeable future.

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dividend yield is based on the fact that the Company has never paid cash dividends and does not expect to pay any cash dividends in the foreseeable future.

The following table presents, on a weighted-average basis, the assumptions that the Company used to determine the grant-date fair value of stock options granted to employees and directors:

Three Months Ended

September 30, Six Months Ended

September 30,

December 31, Nine Months Ended

2023 2022 2023 2022

12 unchanged sentences

Cancelled ( 590,554 ) $ 21.70

Outstanding as of September 30, 2023 9,155,387 $ 17.38 6.78 $ 27,858

Options exercisable as of September 30, 2023 5,400,346 $ 15.28 5.60 $ 26,556

Options vested and expected to vest as of September 30, 2023 9,155,387 $ 17.38 6.78 $ 27,858

As of September 30, 2023, there was $ 46.4 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 six months ended September 30, 2023 and 2022 was $ 12.19 and $ 12.20 , respectively.

The aggregate intrinsic value of stock options exercised during the six months ended September 30, 2023 was $ 1.3 million.

Outstanding as of December 31, 2023 8,833,069 $ 17.23 6.67 $ 6,040

Options exercisable as of December 31, 2023 5,521,235 $ 15.46 5.42 $ 6,039

Options vested and expected to vest as of December 31, 2023 8,833,069 $ 17.23 6.67 $ 6,040

As of December 31, 2023, there was $ 38.6 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, 2023 and 2022 was $ 12.08 and $ 12.64 , respectively.

The aggregate intrinsic value of stock options exercised during the nine months ended December 31, 2023 was $ 1.3 million.

Restricted stock units

A summary of the changes in the Company's RSUs during the three months ended September 30, 2023 is as follows:

A summary of the changes in the Company's RSUs during the nine months ended December 31, 2023 is as follows:

Number of Restricted Shares Weighted

4 unchanged sentences

Cancelled ( 226,389 ) 21.23

Outstanding as of September 30, 2023 2,189,837 20.86

As of September 30, 2023, there was $ 39.4 million of unrecognized compensation cost related to unvested restricted stock units, which is expected to be recognized over a weighted average period of 3.0 years.

Outstanding as of December 31, 2023 2,040,997 20.57

As of December 31, 2023, there was $ 33.9 million of unrecognized compensation cost related to unvested restricted stock units, which is expected to be recognized over a weighted average period of 2.8 years.

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11 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,

2023 2022 2023 2022

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 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 8,833,069 7,510,458

12 unchanged sentences

Upon termination, the licenses granted to the Company to use BMS’s compound in the clinical trial will terminate.

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In April 2019, the Company entered into a separate agreement with BMS on terms similar to the terms set forth in the agreement described above, pursuant to which BMS will provide to the Company, at no cost, nivolumab for use in the Company’s Phase 1 clinical trial of RP2 in combination with nivolumab.

19 unchanged sentences

The Company does not expect any further reimbursements from Regeneron related to the initial study plan of June 2018.

The Company did no t record any costs as an offset to research and development expenses during the six months ended September 30, 2023, and recorded $ 1.1 million during the six months ended September 30, 2022.

During the six months ended September 30, 2023 and 2022, the Company received payments under the terms of the agreement from Regeneron of $ 0.0 million and $ 2.0 million, respectively.

No receivables from Regeneron were booked in connection with this agreement as of September 30, 2023 or March 31, 2023.

The Company did no t record any costs as an offset to research and development expenses during the nine months ended December 31, 2023, and recorded $ 1.1 million during the nine months ended December 31, 2022.

During the nine months ended December 31, 2023 and 2022, the Company received payments under the terms of the agreement from Regeneron of $ 0.0 million and $ 3.1 million, respectively.

No receivables from Regeneron were booked in connection with this agreement as of December 31, 2023 or March 31, 2023.

13 Collaboration and other arrangements

Table of Conte nts

In December 2022, the Company announced that it had entered into a Master Clinical Trial Collaboration and Supply Agreement with Roche in relation to its RP2 and RP3 programs in colorectal cancer, or CRC, and hepatocellular carcinoma, or HCC.

7 unchanged sentences

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

During the three and six months ended September 30, 2023 and 2022, the Company did not make any payments to Roche under the terms of the agreement.

The Company recorded $ 1.0 million and $ 1.7 million as an offset to research and development expenses during the three and six months ended September 30, 2023, respectively.

The Company did no t record any costs as an offset to research and development expenses during the three and six months ended September 30, 2022.

the six months ended September 30, 2023 and 2022, the Company received payments under the terms of the agreement from Roche of $ 0.9 million and $ 0.0 million , respectively.

As of September 30, 2023 and March 31, 2023, the Company recorded $ 1.7 million and $ 0.9 million as receivables from Roche in connection with this agreement, respectively.

During the three and nine months ended December 31, 2023 and 2022, the Company did not make any payments to Roche under the terms of the agreement.

The Company recorded $ 0.8 million and $ 2.6 million as an offset to research and development expenses during the three and nine months ended December 31, 2023, respectively.

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, 2022.

During the nine months ended December 31, 2023 and 2022, the Company received payments under the terms of the agreement from Roche of $ 1.7 million and $ 0.0 million , respectively.

As of December 31, 2023 and March 31, 2023, the Company recorded $ 1.8 million and $ 0.9 million as receivables from Roche in connection with this agreement, respectively.

In July 2023, the Company entered into a Clinical Trial Collaboration and Supply Agreement with Incyte Corporation, or Incyte.

6 unchanged sentences

In addition, the Company may terminate the agreement upon the inappropriate or unsafe use of the RP1 product candidate.

During the three and six months ended September 30, 2023, the Company did not make any payments to, or receive any payments from, Inctye under the terms of the agreement.

Additionally, no costs were recorded to research and development expenses during the three and six months ended September 30, 2023 related to this agreement.

During the three and nine months ended December 31, 2023, the Company did not make any payments to, or receive any payments from, Inctye under the terms of the agreement.

Additionally, no costs were recorded to research and development expenses during the three and nine months ended December 31, 2023 related to this agreement.

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

1 unchanged sentence

14 Commitments and contingencies

The table below presents the lease-related costs which are included in the consolidated statements of operations for the three and six months ended September 30, 2023 and 2022:

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

The table below presents the lease-related costs which are included in the consolidated statements of operations for the three and nine months ended December 31, 2023 and 2022:

Table of Conte nts

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

2023 2022 2023 2022

4 unchanged sentences

Total lease cost $ 1,426 $ 1,407 $ 4,287 $ 4,234

The following table summarizes the classification of lease costs in the consolidated statement of operations for the three and six months ended September 30, 2023 and 2022 as follows:

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

The following table summarizes the classification of lease costs in the consolidated statement of operations for the three and nine months ended December 31, 2023 and 2022 as follows:

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

2023 2022 2023 2022

7 unchanged sentences

Total lease cost $ 1,426 $ 1,407 $ 4,287 $ 4,234

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 its balance sheet as of September 30, 2023:

September 30, 2023

December 31, 2023

Operating leases Financing lease Total

2024 (remaining six months) $ 568 $ 1,335 $ 1,903

2024 (remaining three months) $ 289 $ 668 $ 957

2025 1,166 2,718 3,884

6 unchanged sentences

Total lease liabilities $ 5,118 $ 26,259 $ 31,377

The following table provides lease disclosure as of September 30, 2023 and March 31, 2023:

September 30, 2023 March 31, 2023

The following table provides lease disclosure as of December 31, 2023 and March 31, 2023:

Table of Conte nts

December 31, 2023 March 31, 2023

Right-to-use operating lease asset $ 4,813 $ 5,208

6 unchanged sentences

Total lease liabilities $ 31,377 $ 32,111

The following table provides lease disclosure for the three months ended September 30, 2023 and 2022:

Six Months Ended September 30,

The following table provides lease disclosure for the nine months ended December 31, 2023 and 2022:

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 the three and six months ended September 30, 2023 and 2022.

The variable lease costs and short-term lease costs were insignificant for the three and nine months ended December 31, 2023 and 2022.

Manufacturing commitments

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

As of September 30, 2023 and March 31, 2023, the Company had committed to minimum payments under these arrangements totaling $ 1.0 million and $ 1.0 million, respectively.

As of December 31, 2023 and March 31, 2023, the Company had committed to minimum payments under these arrangements totaling $ 0.9 million and $ 1.0 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 consolidated financial statements as of September 30, 2023 or March 31, 2023.

Legal proceedings

Table of Conte nts

The Company is not a party to any litigation and does not have contingency reserves established for any litigation liabilities.

15 Income taxes

The income tax (benefit) for the three months ended September 30, 2023 was $( 0.2 ) million compared to $ 0.0 million for the three months ended September 30, 2022.

The income tax (benefit) booked during the three months ended September 30, 2023 directly offsets the income tax provision booked during the three months ended June 30, 2023 primarily due to a decrease in forecasted income in the United States.

The Company has not recorded any income tax provision (benefit) for the losses incurred based upon the weight of available evidence, that it is more likely than not that our losses will not be realized.

The Company’s income tax provision and effective tax rate for the three months ended December 31, 2023 was $ 0.5 million and 0.9 %, respectively.

The Company’s income tax provision and effective tax rate for the three months ended December 31, 2022 was $ 0.0 million and 0.0 %, respectively.

The income tax provision and effective tax rate for the three months ended December 31, 2023 is primarily due to forecasted U.S.

taxable income for the year that is not fully offset by available net operating loss carryforward s .

The Company's income tax provision and effective tax rate for the nine months ended December 31, 2023 was $ 0.5 million and 0.3 %, respectively.

The Company’s income tax provision and effective tax rate for the nine months ended December 31, 2022 was $ 0.0 million and 0.0 %, respectively.

The income tax provision and effective tax rate for the nine months ended December 31, 2023 is primarily due to forecasted U.S.

taxable income for the year that is not fully offset by available net operating loss carryforwards.

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, 2023 and March 31, 2023, the Company has recorded a full valuation allowance against its net 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 tables below:

September 30, 2023 March 31, 2023

December 31, 2023 March 31, 2023

United States $ 7,853 $ 5,836

1 unchanged sentence

$ 9,473 $ 7,479

Table of Conte nts

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