What changed in this filing

/stocks — the workspaceLOADING

Item 9A. Controls and Procedures

2024-05-16 compared with 2023-05-18 · 339 added, 211 removed, 871 unchanged (39% of the section changed)

19 unchanged sentences

Management of the Company has assessed the effectiveness of the Company’s internal control over financial reporting as of March 31, 2024.

In making its assessment of internal control over financial reporting, management used the criteria established in Internal Control — Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the

Treadway Commission (COSO).

Based on this evaluation, management concluded that our internal control over financial reporting was effective as of March 31, 2024.

4 unchanged sentences

Other Information

Rule 10b5-1 Plan Trading Arrangements

During the three months ended March 31, 2024, each of the following officers adopted a “Rule 10b5-1 trading arrangement” (as defined in Item 408 of Regulation S-K) that is intended to satisfy the affirmative defense of Rule 10b5-1(c)

under the Exchange Act and our policies on insider trading:

Name & Title Date Adopted (1)

Aggregate Number of Shares of Common Stock to be Purchased or Sold Pursuant to Trading Arrangement Expiration Date (3)

Pamela Esposito

Chief Business Officer

2/21/2024 (2)

Indeterminable (4)

November 14, 2024

Konstantinos Xynos

Chief Medical Officer

2/13/2024 (2)

Indeterminable (4)

February 18, 2025

(1) Date of adoption of Rule 10b5-1 trading arrangements is in accordance with both the Company’s insider trading policy and applicable SEC rules and regulations.

(2) The first trade pursuant to the Rule 10b5-1 trading arrangement will be, in accordance with both the Company’s insider trading policy and applicable SEC rules and regulations, on a date after the date of adoption of the Rule 10b5-1 trading arrangement.

(3) The Rule 10b5-1 trading arrangement permits transactions through and including the earlier to occur of (a) the completion of all sales or (b) the date listed in the table.

The arrangement also provides for automatic expiration in the event of liquidation, dissolution, bankruptcy, insolvency, or death of the adopting person.

(4) The Rule 10b5-1 trading arrangement includes the sale of shares to be received upon future vesting of certain outstanding equity awards, net of any shares withheld by us to satisfy applicable taxes.

The number of shares to be withheld, and thus the exact number of shares to be sold pursuant to the Rule 10b5-1 trading arrangement, can only be determined upon the occurrence of the future vesting events.

For purposes of this disclosure, we have reported the gross number of shares to be received upon the future vesting of such equity awards, before subtracting any shares to be withheld by us to satisfy applicable taxes in connection with such future vesting events.

Other than those disclosed above, none of our directors or officers adopted, modified, or terminated a “Rule 10b5-1 trading arrangement” or “non-Rule 10b5-1 trading arrangement,” in each case as defined in Item 408 of Regulation S-K.

Disclosure Regarding Jurisdictions That Prevent Inspections

13 unchanged sentences

or (3) the Employee Stock Purchase Plan, or the ESPP.

Number of Securities to be Issued Upon Exercise of Outstanding Options, Warrants and Rights Weighted-Average Exercise Price of Outstanding Options, Warrants and Rights Number of Securities Available for Future Issuance Under Equity Compensation Plans

Number of Securities to be Issued Upon Exercise of Outstanding Options, Warrants and Rights

Weighted-Average Exercise Price of Outstanding Options, Warrants and Rights

Number of Securities Remaining Available for Future Issuance Under Equity Compensation Plans (excluding securities reflected in column (a))

Plan Category:

6 unchanged sentences

_________________

(1) Includes 1,230,030 shares of common stock subject to outstanding restricted stock units.

(1) Includes 2,229,143 shares of common stock subject to outstanding restricted and performance stock units.

The remaining information required under this item is incorporated herein by reference to our definitive proxy statement pursuant to Regulation 14A, which proxy statement will be filed with the Securities and Exchange commission not later than 120 days after the close of our fiscal year ended March 31, 2024.

11 unchanged sentences

REPLIMUNE GROUP, INC.

Financial Statements

Index to Consolidated Financial Statements

For the Years Ended March 31, 2024 and 2023

26 unchanged sentences

We believe that our audits provide a reasonable basis for our opinion.

Critical Audit Matters

The critical audit matter communicated below is a matter arising from the current period audit of the consolidated financial statements that was communicated or required to be communicated to the audit committee and that (i) relates to accounts or disclosures that are material to the consolidated financial statements and (ii) involved our especially challenging, subjective, or complex judgments.

The communication of critical audit matters does not alter in any way our opinion on the consolidated financial statements, taken as a whole, and we are not, by communicating the critical audit matter below, providing a separate opinion on the critical audit matter or on the accounts or disclosures to which it relates.

Accrued Research and Development Costs

As described in Notes 2 and 6 to the consolidated financial statements, the Company has entered into various research and development-related contracts with companies both inside and outside of the United States.

When billing terms under these contracts do not coincide with the timing of when the work is performed, management is required to make estimates of outstanding obligations to those third parties as of the end of the reporting period.

The Company records accruals for estimated ongoing research costs.

Within accrued expenses and other current liabilities, total accrued research and development costs amounted to $16.4 million as of March 31, 2024.

Accrual estimates are based on a number of factors, including management’s assessment of progress towards completion of the research and development activities, invoicing to date under the contracts, communication from the research organization or other companies of any actual costs incurred during the period that have not yet been invoiced, and the costs included in the contracts.

Significant judgments and estimates are made by management in determining the accrued balances at the end of any reporting period.

The principal considerations for our determination that performing procedures relating to accrued research and development costs is a critical audit matter are (i) the significant judgment by management in developing the estimate of the accrued research and development costs and (ii) a high degree of auditor judgment and effort in performing procedures related to the accrued research and development costs.

Addressing the matter involved performing procedures and evaluating audit evidence in connection with forming our overall opinion on the consolidated financial statements.

These procedures included, among others, (i) testing management’s process for developing the estimate of accrued research and development costs;

(ii) evaluating the appropriateness of the methodology used by management to develop the estimate;

(iii) evaluating the reasonableness of management’s estimate of accrued external research and development costs by (a) testing the completeness and accuracy of costs incurred, on a sample basis, by tracing information to the underlying contracts, purchase orders, invoices and information received from the research organization or other companies, as applicable, and (b) evaluating the reasonableness of the estimated costs incurred for the services that have not been invoiced, on a sample basis, by tracing to underlying supporting documentation, such as underlying contracts, purchase orders and information received from research organizations or other companies, as applicable.

/s/ PricewaterhouseCoopers LLP

54 unchanged sentences

Investment income

23,356 10,006

Interest expense on finance lease liability

1 unchanged sentence

Interest expense on debt obligations

Other (expense) income

( 4,497 ) ( 1,963 )

Other income (expense)

771 ( 5,676 )

Total other income, net 19,387 3,084

12 unchanged sentences

Other comprehensive loss:

Foreign currency translation gain 5,483 748

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

Foreign currency translation (loss) gain

( 826 ) 5,483

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

Comprehensive loss $ ( 216,668 ) $ ( 167,582 )

6 unchanged sentences

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

Issuance of common stock through ATM sales, net of offering costs 2,026,438 2 37,436 — — 37,438

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 — — — — 5,483 5,483

Unrealized loss on short-term investments — — — — ( 1,327 ) ( 1,327 )

Unrealized gain on short-term investments — — — — 1,219 1,219

Exercise of stock options 296,876 1 3,443 — — 3,444

3 unchanged sentences

Balances as of March 31, 2023 56,676,313 $ 57 $ 1,034,994 $ ( 485,488 ) $ 5,729 $ 555,292

Issuance of common stock through ATM sales, net of offering costs 2,026,438 2 37,436 — — 37,438

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 — — — — ( 826 ) ( 826 )

Unrealized gain on short-term investments — — — — 1,219 1,219

Unrealized loss on short-term investments

— — — — ( 48 ) ( 48 )

Exercise of pre-funded warrants

4,202,622 4 ( 4 ) — — —

Exercise of stock options 164,221 — 1,759 — — 1,759

30 unchanged sentences

Proceeds from sales and maturities of short-term investments 592,379 443,180

Net cash used in investing activities ( 142,502 ) ( 1,806 )

Net cash provided by (used in) investing activities

97,201 ( 142,502 )

Cash flows from financing activities:

12 unchanged sentences

Cash paid during the period for interest 3,044 $ 1,066

Cash paid for income taxes, net — 55

Cash paid for income taxes 300 —

Supplemental disclosure of non-cash investing and financing activities:

35 unchanged sentences

Revenues and expenses are translated at the average exchange rate in effect during the period.

Unrealized translation gains and losses are recorded as a cumulative translation adjustment, which is included in the consolidated statements of stockholders’ equity as a component of accumulated other comprehensive loss.

Adjustments that arise from exchange rate changes on transactions denominated in a currency other than the local currency are included in other income (expense), net in the consolidated statements of operations as incurred.

2 unchanged sentences

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

Summary of significant accounting policies (Continued)

Concentrations of credit risk and of significant suppliers

11 unchanged sentences

The Company holds restricted cash in segregated bank accounts in connection with a letter of credit.

As of March 31, 2023 and 2022, restricted cash consisted of $ 1.6 million, held for the benefit of the landlords in connection with our leases.

As of March 31, 2024 and 2023, restricted cash consisted of $ 1.7 million, held for the benefit of the landlords in connection with our leases and for the Company's credit card program in the United Kingdom.

These amounts have been classified as non-current assets on the Company’s consolidated balance sheets.

Short-term investments

The Company’s short-term debt security investments are classified as available-for-sale and are carried at fair value, with the unrealized gains and non-credit related losses reported as a component of accumulated other comprehensive loss and included in stockholders’ equity.

Realized gains and losses and declines in value determined to be other than temporary are based on the specific identification method and are included as a component of other income (expense), net in the consolidated statements of operations.

For available-for-sale securities in an unrealized loss position, we first assess whether we intend to sell, or if it is more likely than not that we will be required to sell, the security before recovery of its amortized cost basis.

For available-for-sale debt securities in an unrealized loss position, we first assess whether we intend to sell, or if it is more likely than not that we will be required to sell, the security before recovery of its amortized cost basis.

If either of the criteria regarding intent or requirement to sell is met, the security’s amortized cost basis is written down to fair value through a charge to interest income.

For available-for-sale securities that do not meet the aforementioned criteria, we evaluate whether the decline in fair value has resulted from credit losses or other factors.

For available-for-sale debt securities that do not meet the aforementioned criteria, we evaluate whether the decline in fair value has resulted from credit losses or other factors.

In making this assessment, the Company considers such factors as, among other things, the severity of the impairment, any changes in interest rates, how long the market value of the investment has been less than its original cost, the Company’s ability and intent to retain the short-term debt security investment for a period of time sufficient to allow for any anticipated recovery in fair value and market conditions in general.

The credit-related portion of unrealized losses, and any subsequent improvements, are recorded in interest income through an allowance account.

Any impairment that has not been recorded through an allowance for credit losses is included in other comprehensive loss on the statements of operations and comprehensive loss.

No credit-related losses or impairments have been recognized on the Company's investments in available-for-sale securities during the years ended March 31, 2023 or 2022.

Any impairment that has not been recorded through an allowance for credit losses is included in other comprehensive loss on the statements of comprehensive loss.

No credit-related losses or impairments have been recognized on the Company's investments in available-for-sale debt securities during the years ended March 31, 2024 or 2023.

The Company’s short-term investments as of March 31, 2024 and 2023 had maturities of less than two years.

6 unchanged sentences

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

Summary of significant accounting policies (Continued)

Estimated Useful life

2 unchanged sentences

Plant, manufacturing and laboratory equipment 5 years

Capitalized software

Leasehold improvements Lesser of lease term or 10 years

2 unchanged sentences

Expenditures for repairs and maintenance are charged to expense as incurred.

Capitalized software as a service costs represent implementation costs incurred during the application development stage and are included in "property, plant and equipment, net" on the Company's consolidated balance sheet.

Such costs are amortized on a straight-line basis over the term of the associated arrangement plus any reasonably certain renewal period.

Costs incurred during the preliminary project stage and the post-implementation-operation stage are expensed as incurred.

Impairment of long-lived assets

Long-lived assets consist of property, plant and equipment.

Long-lived assets consist of property, plant and equipment, right-to-use-asset - operating leases, and right-to-use-asset - financing leases.

Long-lived assets to be held and used are tested for recoverability whenever events or changes in business circumstances indicate that the carrying amount of the assets may not be fully recoverable.

14 unchanged sentences

The carrying values of research and development incentives receivable, prepaid expenses and other current assets, accounts payable and accrued expenses and other current liabilities approximate their fair values due to the short-term nature of these assets and liabilities.

Furthermore, the carrying value of the Company’s long-term debt approximates its fair value as of March 31, 2023 due to its variable interest rate, which approximates a market interest rate.

Furthermore, the carrying value of the Company’s long-term

REPLIMUNE GROUP, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

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

debt approximates its fair value at each balance sheet date due to its variable interest rate, which approximates a market interest rate.

Debt issuance costs

2 unchanged sentences

If the financing arrangement is canceled or forfeited, or if the utility of the arrangement to the Company is otherwise compromised, these costs are recognized as interest expense immediately.

The Company’s consolidated financial statements

REPLIMUNE GROUP, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

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

Summary of significant accounting policies (Continued)

present debt issuance costs related to a recognized debt liability as a direct reduction from the carrying amount of that debt liability.

The Company’s consolidated financial statements present debt issuance costs related to a recognized debt liability as a direct reduction from the carrying amount of that debt liability.

Segment information

11 unchanged sentences

The Company records accruals for estimated ongoing research costs.

When evaluating the adequacy of the accrued liabilities, the Company analyzes progress of the studies or clinical trials, including the phase or completion of events, invoices received and contracted costs.

Significant judgments and estimates are made in determining the accrued balances at the end of any reporting period.

5 unchanged sentences

The Company accounts for share-based payment awards granted to employees, consultants, and non-employees and directors using the fair value of the Company’s common stock on the grant date and compensation expense is recognized for those awards over the requisite service period, which is generally the vesting period of the respective award.

The grant date fair value is utilized for time-vested restricted stock units (“RSUs”) is based on the closing price of the Company's common stock on the date of grant.

The fair value of each stock option grant is estimated on the date of grant using the Black-Scholes option-pricing model, which requires inputs based on certain subjective assumptions, including the expected stock price volatility, the expected term of the option, the risk-free interest rate for a period that approximates the expected term of the option, and the Company’s expected dividend yield (see Note 10).

Forfeitures are accounted for as they occur.

To date, the Company has issued stock-based awards with only service-based vesting conditions and records the expense for these awards using the straight-line method.

The Company classifies stock-based compensation expense in its consolidated statements of operations in the same manner in which the award recipient’s payroll costs are classified or in which the award recipient’s service payments are classified.

Research and development incentives and receivable

The grant date fair value is utilized for restricted stock units, or RSUs and performance stock units, or PSUs and is based on the closing price of the Company's common stock on the date of grant.

For PSUs, the cost is measured at the grant date based on the fair value of the award and is recognized over any relevant service period as expense when the achievement of the performance condition is probable.

The fair value of each stock option grant is estimated on the date of grant using the Black-Scholes option-pricing

REPLIMUNE GROUP, INC.

1 unchanged sentence

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

Summary of significant accounting policies (Continued)

model, which requires inputs based on certain subjective assumptions, including the expected stock price volatility, the expected term of the option, the risk-free interest rate for a period that approximates the expected term of the option, and the Company’s expected dividend yield (see Note 10).

Forfeitures are accounted for as they occur.

To date, the Company has issued stock-based awards with service-based vesting conditions and records the related expense for these awards using the straight-line method.

The Company has also issued PSUs with performance-based vesting conditions and records the expense for these awards using the graded vesting method.

Research and development incentives and receivable

The Company, through its subsidiary in the United Kingdom, receives reimbursements of certain research and development expenditures as part of a United Kingdom government’s research and development tax reliefs program.

8 unchanged sentences

Comprehensive loss includes net loss as well as other changes in stockholders’ equity that result from transactions and economic events other than those with stockholders.

For the year ended March 31, 2024, comprehensive loss included $ 0.8 million of foreign currency translation losses.

For the year ended March 31, 2023, comprehensive loss included $ 5.5 million of foreign currency translation gains and $ 1.2 million of unrealized gains on short-term investments, net of tax.

For the year ended March 31, 2022, comprehensive loss included $ 0.7 million of foreign currency translation gains and $ 1.3 million of unrealized losses on short-term investments, net of tax.

The Company accounts for income taxes using the asset and liability method, which requires the recognition of deferred tax assets and liabilities for the expected future tax consequences of events that have been recognized in the consolidated financial statements or in the Company’s tax returns.

6 unchanged sentences

If the tax position is deemed more-likely-than-not to be sustained, the tax position is then assessed to determine the amount of benefit to recognize in the consolidated financial statements.

The amount of the benefit that may be recognized is the largest amount that has a greater than 50 % likelihood of being realized upon ultimate settlement.

The amount of the benefit that may be recognized is the largest amount that has a greater than

REPLIMUNE GROUP, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

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

50 % likelihood of being realized upon ultimate settlement.

The provision for income taxes includes the effects of any resulting tax reserves, or unrecognized tax benefits, that are considered appropriate as well as the related net interest and penalties.

3 unchanged sentences

In periods in which the Company reports a net loss, diluted net loss per share is the same as basic net loss per share, since dilutive common shares are not assumed to have been issued if their effect is anti-dilutive.

REPLIMUNE GROUP, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

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

Summary of significant accounting policies (Continued)

Recently adopted accounting pronouncements

In June 2016, the FASB issued ASU No.

2016-13, Financial Instruments- Credit Losses (Topic 326) .

The standard changes how entities will measure credit losses for most financial assets and certain other instruments that are not measured at fair value through net income.

Financial assets measured at amortized cost will be presented at the net amount expected to be collected by using an allowance for credit losses.

The Company adopted ASU 2016-13 as of April 1, 2022.

The adoption of ASU 2016-13 did not have a material impact on the Company's consolidated financial statements.

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.

This ASU is effective for annual periods beginning after December 15, 2024 and is applicable to the Company’s fiscal year beginning April 1, 2025, with early application permitted.

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

In November 2023, the FASB issued ASU 2023-07, "Segment Reporting (Topic 280):

Improvements to Reportable Segment Disclosures".

The amendments in this update expand segment disclosure requirements, including new segment disclosure requirements for entities with a single reportable segment among other disclosure requirements.

This update is effective for fiscal years beginning after December 15, 2023, and interim periods within fiscal years beginning after December 15, 2024.

The Company is currently evaluating the potential impact of this adoption on the consolidated financial statements and related disclosures.

Fair value of financial assets and liabilities

16 unchanged sentences

$ — $ 558,251 $ — $ 558,251

REPLIMUNE GROUP, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

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

Fair value of financial assets and liabilities (Continued)

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

12 unchanged sentences

$ 346,322 $ 44 $ ( 155 ) $ — $ 346,211

REPLIMUNE GROUP, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

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

Short-term investments (Continued)

March 31, 2023

3 unchanged sentences

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

As of March 31, 2023 and 2022, available-for-sale securities consisted of investments that mature within one year, with the exception of certain U.S.

As of March 31, 2024, 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.

Government agency bonds and U.S.

Treasury bonds which have maturities between one and two years and an aggregate fair value of $ 15.1 million and $ 7.6 million, respectively.

Treasury bonds which had maturities between one and two years and an aggregate fair value of $ 15.1 million.

Property, plant and equipment, net

5 unchanged sentences

Leasehold improvements 1,886 1,706

Capitalized software

Construction in progress 1,117 783

3 unchanged sentences

Depreciation and amortization expense was $ 2.7 million and $ 2.4 million for the years ended March 31, 2024 and 2023, respectively, and recorded within research and development and selling, general and administrative expenses in the consolidated statement of operations.

REPLIMUNE GROUP, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

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

Accrued expenses and other current liabilities

10 unchanged sentences

Pursuant to the Loan Agreement, the Company can borrow term loans in an aggregate maximum principal amount of up to $ 200.0 million under multiple tranches (the “Term Loan Facility”).

Under the Loan Agreement, the Company borrowed an initial amount of $ 30.0 million on the

REPLIMUNE GROUP, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

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

Long-term debt (Continued)

Closing Date, and at the Company's sole option, can draw down an additional $ 30.0 million on or prior to September 30, 2023, as well as additional term loan advances in an aggregate principal amount of up to $ 115.0 million during the term of the Term Loan Facility subject to achievement of specified performance milestones, and two additional term loan advances up to an aggregate principal amount of $ 25.0 million subject to certain terms and conditions, on or prior to the end of the interest-only period.

Under the Loan Agreement, the Company borrowed an initial amount of $ 30.0 million on the Closing Date, and at the Company's sole option, could have drawn, but did not draw, an additional $ 30.0 million on or prior to September 30, 2023.

The Company can also draw as additional term loan advances in an aggregate principal amount of up to $ 115.0 million during the term of the Term Loan Facility subject to achievement of specified performance milestones, and two additional term loan advances up to an aggregate principal amount of $ 25.0 million subject to certain terms and conditions, on or prior to the end of the interest-only period.

The Company intends to use the proceeds of the Term Loan Facility for working capital and general corporate purposes.

The Loan Agreement was subsequently amended (the "Amendment") on June 28, 2023 pursuant to which the Company agreed to draw an initial term loan advance in an aggregate principal amount not less than $ 30.0 million, provided that the aggregate amount of the term loan advances made under tranche 1 do not exceed $ 30.0 million, which reflects a decrease of $ 30.0 million from the $ 60.0 million in the original Loan Agreement for tranche 1.

The total amount of the Loan Agreement, as well as the outstanding balance of the loan, is unchanged, but the option to borrow additional funds were redistributed from tranche 1 to tranche 2.

The impact of this amendment is not a modification, as it does not relate to outstanding debt, but is rather an amendment that provides for a future potential benefit.

There was 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.

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.

The Company evaluated the Second Amendment as a modification under relevant accounting guidance, and based on that 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”).

2 unchanged sentences

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.

REPLIMUNE GROUP, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

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

Long-term debt (Continued)

Borrowings under the Loan Agreement are repayable in monthly interest-only payments through September 2026.

1 unchanged sentence

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 Closing Date, 2.0 % after 12 months following the Closing Date but prior to 36 months following the Closing Date, and 1.0 % thereafter.

The Loan Agreement contains customary facility fees, events of default and representations, warranties and affirmative and negative covenants, including a financial covenant requiring us to maintain certain levels of cash in accounts subject to a control agreement in favor of the Agent (the “Unrestricted Cash”) at all times commencing on January 1, 2024.

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 certain levels of cash in accounts subject to a control agreement in favor of the Agent (the “Unrestricted Cash”) at all times commencing 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:

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

As of March 31, 2023, the amount accrued for the final payment is $ 0.2 million.

As of March 31, 2024 and 2023, the amount accrued for the final payment was $ 0.5 million and $ 0.2 million, respectively.

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 $ 0.2 million were recorded in other assets as of March 31, 2023 related to the Company's right to borrow additional amounts from Hercules in the future and amortized to interest expense over the relevant draw period on a straight-line basis.

Interest expense for the twelve months ended March 31, 2023 was $ 2.0 million.

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

March 31, 2023

In addition, unamortized deferred financing costs of $ 1.2 million and $ 1.4 million were recorded in other assets as of March 31, 2024 and 2023, respectively, related to the Company's right to borrow additional amounts from Hercules in the future and amortized to interest expense over the relevant draw period on a straight-line basis.

Interest expense for the twelve months ended March 31, 2024 and 2023 was $ 4.5 million and $ 2.0 million, respectively.

The summary of obligations under the term loan as of March 31, 2024 and 2023 consisted of the following (in thousands):

March 31, 2024 March 31, 2023

Principal loan balance $ 45,749 $ 30,222

3 unchanged sentences

Long term debt, net $ 44,809 $ 28,648

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

REPLIMUNE GROUP, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

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

Long-term debt (Continued)

The annual principal payments by fiscal year due under the Loan Agreement as of March 31, 2024 were as follows:

March 31, 2024

3 unchanged sentences

Stockholders’ Equity

REPLIMUNE GROUP, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

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

Stockholders’ Equity (Continued)

As of March 31, 2024 and 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.

2 unchanged sentences

Stock options, issued and outstanding 8,652,256 7,454,828

Restricted stock units 1,351,280 826,213

Restricted and performance stock units

2,397,890 1,351,280

Stock options and restricted stock units, future issuance 2,284,141 2,209,597

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Undesignated preferred stock

As of March 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 March 31, 2023.

On August 11, 2020, the Company and SVB Leerink (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 (the “Shares”), through the Agent, as the Company’s sales agent.

During the twelve months ended March 31, 2023, the Company settled transactions that occurred pursuant to the 2020 Sales Agreement, whereby the Company issued and sold an aggregate of 1,686,438 shares of its common stock, resulting in gross proceeds of $ 32.0 million, before deducting fees of $ 1.0 million.

The Company did no t issue or sell any shares under the 2020 Sales Agreement during the year ended March 31, 2022.

As of March 31, 2024 and 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 March 31, 2024 and 2023.

On August 11, 2020, the Company and SVB Leerink (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 through the Agent, as the Company’s sales agent.

During the fiscal year ended March 31, 2023, the Company settled transactions that occurred pursuant to the 2020 Sales Agreement, whereby the Company issued and sold an aggregate of 1,686,438 shares of its common stock, resulting in gross proceeds of $ 32.0 million, before deducting fees of $ 1.0 million.

On June 23, 2022, the 2020 Sales Agreement was terminated by the execution by the Company and the Agent of a new sales agreement (the “2022 Sales Agreement”).

Under the 2022 Sales Agreement, the Company may sell, from time to time, at its option, up to an aggregate $ 100.0 million of shares of the Company's common stock through the Agent, as the Company's sales agent.

During the year ended March 31, 2023, 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, which was subsequently amended on May 16, 2024 (as so amended, the "2023 Sales Agreement").

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

Any Shares to be offered and sold under the 2023 Sales Agreement will be issued and sold (i) by methods deemed to be an “at the market offering” (“ATM”) as defined in Rule 415(a)(4) promulgated under the Securities Act of 1933, as amended, or if authorized by the Company, in negotiated transactions or block trades, and (ii) pursuant to a registration statement on Form S-3 filed by the Company with the Securities and Exchange Commission on August 3, 2023, as amended for an offering of various

REPLIMUNE GROUP, INC.

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Stockholders’ Equity (Continued)

On June 23, 2022, the 2020 Sales Agreement was terminated by the execution by the Company and the Agent of a new sales agreement (the “2022 Sales Agreement”).

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

Any Shares to be offered and sold under the 2022 Sales Agreement will be issued and sold (i) by methods deemed to be an “at the market offering” (“ATM”) as defined in Rule 415(a)(4) promulgated under the Securities Act of 1933, as amended, or if authorized by the Company, in negotiated transactions or block trades, and (ii) pursuant to a registration statement on Form S-3 filed by the Company with the Securities and Exchange Commission on June 23, 2022 for an offering of up to $ 400.0 million of various securities, including shares of the Company’s common stock, preferred stock, debt securities, warrants and/or units for sale to the public in one or more public offerings.

Subject to the terms of the 2022 Sales Agreement, the Agent will use reasonable efforts to sell the Shares from time to time, based upon the Company’s instructions (including any price, time or size limits or other customary parameters or conditions the Company may impose).

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

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

During the twelve months ended March 31, 2023, 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.

securities, including shares of the Company’s common stock, preferred stock, debt securities, warrants and/or units for sale to the public in one or more public offerings.

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

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

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

During the year ended March 31, 2024, 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.

Equity offerings

In November 2019, the Company completed a public offering of (a) 4,516,561 shares of the Company’s common stock at a public offering price of $ 13.61 per share, inclusive of the underwriters partially exercised 30-day option to purchase an additional 838,530 shares of the Company’s common stock, and (b) pre-funded warrants to purchase 2,200,000 shares of the Company’s common stock at a public offering price of $ 13.6099 per warrant.

The Company received aggregate net proceeds of approximately $ 85.6 million after deducting underwriting discounts, commissions and other offering expenses payable by the Company of approximately $ 5.8 million.

In June 2020, the Company completed a public offering of (a) 3,478,261 shares of the Company’s common stock, inclusive of the June 2020 Underwriters fully exercised 30-day option to purchase 652,173 shares of the Company's common stock at a public offering price of $ 23.00 per share, and (b) pre-funded warrants to purchase 1,521,738 shares of the Company’s common stock at a public offering price of $ 22.9999 per warrant.

The Company received aggregate net proceeds of approximately $ 107.8 million after deducting underwriting discounts, commissions and other offering expenses payable by the Company of approximately $ 7.2 million.

In October 2020, the Company completed a public offering of (a) 5,625,000 shares of the Company’s common stock, inclusive of the underwriters 30-day option to purchase up to an additional 937,500 shares of the Company’s common stock, at a public offering price of $ 40.00 per share and (b) pre-funded warrants to purchase 1,562,500 shares of the Company’s common stock at a public offering price of $ 39.9999 per warrant.

The Company received aggregate net proceeds of approximately $ 270.0 million after deducting underwriting discounts, commissions and other offering expenses payable by the Company of approximately $ 17.5 million.

In December 2022, the Company completed a public offering of (a) 6,810,658 shares of the Company’s common stock, inclusive of the underwriters 30-day option to purchase up to an additional 1,436,172 shares of the Company’s common stock, at a public offering price of $ 23.50 per share and (b) pre-funded warrants to purchase 4,200,000 shares of the Company’s common stock at a public offering price of $ 23.4999 per warrant.

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Pre-funded Warrants

The pre-funded warrants described above 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 if such holder, together with its affiliates,

would beneficially own more than 9.99 % of the number of shares of the Company’s common stock outstanding immediately after giving effect to such exercise.

Between November 2019 and December 2022, the Company completed public offerings including an option to purchase pre-funded warrants to purchase shares of the Company's common stock.

As of March 31, 2024, the total amount of pre-funded warrants issued was 9,484,238 of which 4,202,622 have been exercised and 5,281,616 remained outstanding.

The remaining outstanding pre-funded warrants described above 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 if such holder, together with its affiliates, would beneficially own more than 9.99 % of the number of shares of the Company’s common stock outstanding immediately after giving effect to such exercise.

A holder of a pre-funded warrant may increase or decrease this percentage up to 19.99 % by providing at least 61 days’ prior notice to the Company.

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 noted below in Note 11.

As of March 31, 2023, no pre-funded warrants had been exercised.

In April 2023, a holder of the Company's pre-funded warrants exercised 1,016,528 of its pre-funded warrants and the Company issued 1,016,528 shares of common stock.

During the year ended March 31, 2024, 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.

Stock-based compensation

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The following table summarizes the classification of stock-based compensation expense in the consolidated statements of operations for the years ended March 31, 2024 and 2023 as follows:

Twelve Months Ended

Year ended March 31,

Research and development $ 14,745 $ 10,074

2 unchanged sentences

The following table summarizes stock-based compensation expense by award type for the years ended March 31, 2024 and 2023 as follows:

Twelve Months Ended

REPLIMUNE GROUP, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

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

Stock-based compensation (Continued)

Year ended March 31,

Stock options $ 21,594 $ 19,521

Restricted stock units 8,610 5,094

Restricted and performance stock units

$ 34,125 $ 28,131

7 unchanged sentences

The Company concluded that the cancellation of the 2015 Plan and issuance of replacement awards under the 2017 Plan was a modification with no change in the material rights and preferences and therefore no recorded change in the fair value of each respective award.

REPLIMUNE GROUP, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

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

Stock-based compensation (Continued)

The Company’s 2017 Plan provides for the Company to grant incentive stock options or non-statutory stock options, stock awards, stock units, stock appreciation rights and other stock-based awards.

10 unchanged sentences

The number of shares reserved for issuance under the 2018 Plan will increase automatically on the first day of each April equal to 4.0 % of the total number of shares of Company stock outstanding on the last trading day in the immediately preceding fiscal year, which includes for these purposes, the 5,281,616 shares issuable upon exercise of those pre-funded warrants described in Note 9 to these consolidated financial statements, or such lesser amount as determined by the Board.

On April 1, 2022, the number of shares reserved for issuance under the 2018 Plan automatically increased by 2,104,915 shares pursuant to the terms of the 2018 Plan and based on total number of shares of Company stock outstanding on March 31, 2022.

On April 1, 2021, the number of shares reserved for issuance under the 2018 Plan automatically increased by 2,074,028 shares pursuant to the terms of the 2018 Plan.

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 Company stock

REPLIMUNE GROUP, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

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

Stock-based compensation (Continued)

outstanding on March 31, 2023.

As of March 31, 2024, 2,284,141 shares remained available for future grants under the 2018 Plan.

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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.

In 2021 the board of directors initiated the award of 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 date of the date of grant and the subsequent installments occurring on the subsequent three annual anniversaries of the designated vesting date.

In 2024 the Board of Directors approved the award of 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 vest in connection with the timely achievement of a specified corporate milestone, 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 granted 368,980 PSUs under the 2018 Plan during the year ended March 31, 2024.

Employee Stock Purchase Plan

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

REPLIMUNE GROUP, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

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

Stock-based compensation (Continued)

number of shares of the Company’s common stock equal to 1 % of the total number of shares outstanding on the last trading day in the immediately preceding fiscal year, which includes for these purposes, the 9,484,238 shares issuable upon exercise of those pre-funded warrants described in Note 9 to these consolidated financial statements, or 697,224 shares, whichever is less (or such lesser amount as determined by the Company’s board of directors) will be added to the number of shares authorized under the ESPP.

In accordance with the terms of the ESPP, on April 1, 2022 and 2021, the number of shares reserved for issuance under the ESPP automatically increased by 526,228 and 518,507 shares, respectively, for a total of 2,076,603 shares reserved for the ESPP.

In addition, as of the first trading day of each fiscal year during the term of the ESPP (excluding any extensions), an additional number of shares of the Company’s common stock equal to 1 % of the total number of shares outstanding on the last trading day in the immediately preceding fiscal year, which includes for these purposes, the 5,281,616 shares issuable upon exercise of those pre-funded warrants described in Note 9 to these consolidated financial statements, or 697,224 shares, whichever is less (or such lesser amount as determined by the Company’s board of directors) will be added to the number of shares authorized under the ESPP.

In accordance with the terms of the ESPP, on April 1, 2023, the number of shares reserved for issuance under the ESPP automatically increased by 661,605 , for a total of 2,738,208 shares reserved for the ESPP.

If the total number of shares of common stock to be purchased pursuant to outstanding purchase rights on any particular date exceed the number of shares then available for issuance under the ESPP, then the plan administrator will allocate the available shares pro-rata and refund any excess payroll deductions or other contributions to participants.

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Out-of-Plan Inducement Grant

In May 2021, the Company granted an equity award to a newly hired executive as a material inducement to enter into employment with the Company.

The grant constitutes an "employment inducement grant" in accordance with Rule 5635(c)(4) of the Nasdaq Listing Rules and was issued outside of the 2018 Plan and each of the other stock incentive plans described above.

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.

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

In December 2022, the Company granted an equity award to a newly hired executive as a material inducement to enter into employment with the Company.

The inducement grant included a nonqualified stock option to purchase up to 82,500 shares of the Company's common stock, as well as a restricted stock unit grant representing 55,000 shares of the Company's common stock.

From time to time, the Company grants equity awards to newly hired executives as a material inducement to enter into employment with the Company.

The grants constitute "employment inducement grants" in accordance with Rule 5635(c)(4) of the Nasdaq Listing Rules and was issued outside of the 2018 Plan and each of the other stock incentive plans described above.

The inducement grants typically include nonqualified stock options to purchase shares of the Company's common stock, as well as restricted stock unit grants representing shares of the Company's common stock.

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

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

During the years ended March 31, 2024 and 2023, the Company granted 125,000 and 82,500 nonqualified stock options to purchase shares of the Company's common stock, respectively, and 83,330 and 55,000 restricted stock units, respectively, under employment inducement grants.

REPLIMUNE GROUP, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

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

Stock-based compensation (Continued)

Stock option valuation

7 unchanged sentences

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:

Twelve Months Ended

Year ended March 31,

Risk-free interest rate 3.75 % 2.83 %

2 unchanged sentences

Expected dividend yield 0 % 0 %

REPLIMUNE GROUP, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

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

Stock-based compensation (Continued)

Stock options

11 unchanged sentences

The aggregate intrinsic value of stock options exercised during the years ended March 31, 2024 and 2023 was $ 1.4 million and $ 2.7 million, respectively.

Restricted stock units

A summary of the changes in the Company’s RSUs during the year ended March 31, 2023 is as follows:

Number of Restricted Shares Weighted Average Grant Date Fair Value

Restricted and performance stock units

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

The grants will become vested 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.

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

REPLIMUNE GROUP, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

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

Stock-based compensation (Continued)

probability of achieving the performance condition at each reporting period.

As of March 31, 2024, the Company has not recognized any expense related to PSUs.

A summary of the changes in the Company’s RSUs and PSUs during the year ended March 31, 2024 is as follows:

Number of Shares

Weighted Average Grant Date Fair Value

Outstanding as of March 31, 2023 1,351,280 $ 24.38

3 unchanged sentences

Outstanding as of March 31, 2024 2,397,890 $ 17.97

At March 31, 2023, there was $ 25.8 million of total unrecognized compensation cost related to unvested RSUs, which will be recognized over a weighted-average period of 2.8 years.

At March 31, 2024, there was $ 29.9 million of total unrecognized compensation cost related to unvested awards, which will be recognized over a weighted-average period of 2.5 years.

Of the $ 29.9 million of total unrecognized compensation cost, performance based awards tied to the achievement of a company milestone account for approximately $ 2.9 million.

The performance based awards will vest upon achievement of the performance milestone.

The remaining $ 27.0 million in unrecognized compensation cost is related to restricted stock units which vest over time.

Net loss per share

The following table sets forth the computation of the Company’s basic and diluted net loss per share attributable to common stockholders (in thousands, except per share amounts):

Twelve Months Ended

Year ended March 31,

Net loss $ ( 215,794 ) $ ( 174,284 )

1 unchanged sentence

Net loss per share, basic and diluted $ ( 3.24 ) $ ( 2.99 )

REPLIMUNE GROUP, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

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

Net loss per share (Continued)

The 5,281,616 shares of the Company's common stock issuable upon exercise of Pre-Funded Warrants described in Note 9 to these consolidated financial statements are included as outstanding common stock in the calculation of basic and diluted net loss per share.

The Company’s potentially dilutive securities, which include stock options and warrants to purchase common stock have been excluded from the computation of diluted net loss per share as the effect would be to reduce the net loss per share.

The Company’s potentially dilutive securities, which include stock options, unvested restricted and performance stock units and warrants to purchase common stock have been excluded from the computation of diluted net loss per share as the effect would be to reduce the net loss per share.

Therefore, the weighted average number of common shares outstanding used to calculate both basic and diluted net loss per share is the same.

The Company excluded the following 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:

Twelve Months Ended

Year ended March 31,

Options to purchase common stock 8,652,256 7,454,828

Warrants to purchase common stock 497,344 497,344

Unvested restricted and performance stock units

2,397,890 1,351,280

Warrants to purchase common stock 497,344 497,344

Significant agreements

Agreement with Bristol-Myers Squibb Company

REPLIMUNE GROUP, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

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

Significant agreements (Continued)

In February 2018, the Company entered into an agreement with Bristol-Myers Squibb Company (“BMS”).

Pursuant to the agreement, BMS will provide to the Company, at no cost, a compound for use in the Company’s ongoing clinical trial of RP1.

Pursuant to the agreement, BMS will provide to the Company, at no cost, nivolumab, its anti-PD-1 therapy, for use in the Company’s ongoing clinical trial of RP1.

Under the agreement, the Company will sponsor, fund and conduct the clinical trial in accordance with an agreed-upon protocol.

BMS granted the Company a non-exclusive, non-transferrable, royalty-free license (with a right to sublicense) under its intellectual property to its compound in the clinical trial and agreed to supply its compound, at no cost to the Company, for use in the clinical trial.

BMS granted the Company a non-exclusive, non-transferrable, royalty-free license (with a right to sublicense) under its intellectual property to use nivolumab in the clinical trial and agreed to supply nivolumab, at no cost to the Company, for use in the clinical trial.

Both parties will own the study data produced in the clinical trial, other than study data related solely to nivolumab, which will belong solely to BMS, or study data related solely to RP1, which will belong solely to us.

In January 2020, this agreement was expanded to cover an additional cohort of 125 patients with anti-PD-1 failed melanoma.

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The agreement may be terminated by either party (x) in the event of an uncured material breach by the other party, (y) in the event the other party is insolvent or in bankruptcy proceedings or (z) for safety reasons.

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

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

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

Agreement with Regeneron Pharmaceuticals, Inc.

In May 2018, the Company entered into an agreement with Regeneron Pharmaceuticals, Inc.

(“Regeneron”).

The Company and Regeneron are each independently developing compounds for the treatment of certain tumor types.

Pursuant to the agreement the Company agreed to undertake one or more clinical trials with Regeneron for the administration of our product candidates in combination with cemiplimab, an anti-PD-1 therapy developed by Regeneron, across multiple solid tumor types.

The first of which, agreed in June 2018, is our ongoing Phase 2 clinical trial testing RP1 in combination with cemiplimab versus cemiplimab alone in patients with CSCC.

In May 2018, the Company entered into a Master Clinical Trial Collaboration and Supply Agreement with Regeneron.

Pursuant to the agreement the Company agreed to undertake one or more clinical trials with Regeneron for the administration of the Company's product candidates in combination with cemiplimab, an anti-PD-1 therapy developed by Regeneron, across multiple solid tumor types.

The first of which, agreed in June 2018, is the Company's ongoing clinical trial testing RP1 in combination with cemiplimab versus cemiplimab alone in patients with CSCC.

Each clinical trial will be conducted pursuant to an agreed study plan which, among other things, will identify the name of the sponsor and which party will manage the particular study, and include the protocol, the budget and a schedule of clinical obligations.

The first study plan related to the Phase 2 clinical trial in CSCC has been agreed.

REPLIMUNE GROUP, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

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

Significant agreements (Continued)

Pursuant to the terms of the agreement, each party granted the other party a non-exclusive license under its respective intellectual property and agreed to contribute the necessary resources needed to fulfill its respective obligations, in each case, under the terms of the agreed study plans.

Development costs of a particular clinical trial will be split equally.

Pursuant to the terms of the agreement, each party granted the other party a non-exclusive license of their respective intellectual property and agreed to contribute the necessary resources needed to fulfill their respective obligations, in each case, under the terms of agreed study plans.

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

The agreement contains representations, warranties, undertakings and indemnities customary for a transaction of this nature.

The agreement also contains certain time-based covenants that restrict us from entering into a third-party arrangement with respect to the use of our product candidates in combination with an anti-PD-1 therapy and that restrict Regeneron from entering into a third-party arrangement with respect to the use of cemiplimab in combination with an HSV-1 virus, in each case, for the treatment of a tumor type that is the subject of a clinical trial to which the covenants apply.

Unless otherwise mutually agreed in a future study plan, these covenants are only applicable to our ongoing Phase 2 clinical trial in CSCC.

The agreement also contains certain time-based covenants that restrict the Company from entering into a third-party arrangement with respect to the use of its product candidates in combination with an anti-PD-1 therapy and that restrict Regeneron from entering into a third-party arrangement with respect to the use of cemiplimab in combination with an HSV-1 virus, in each case, for the treatment of a tumor type that is the subject of a clinical trial to which the covenants apply.

Unless otherwise mutually agreed in a future study plan, these covenants are only applicable to the Company's ongoing Phase 2 clinical trial in CSCC.

The agreement may be terminated by either party if (i) there is no active study plan for which a final study report has not been completed and the parties have not entered into a study plan for an additional clinical trial within a period of time after the delivery of the most recent final study report or (ii) in the event of a material breach

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In July 2022, Regeneron informed the Company that the costs of the study have reached the initial budget for the initial study plan of June 2018 and that Regeneron's reimbursement of CERPASS study costs to the Company have completed in the period ending June 30, 2022 in relation to the initial study budget.

As a result of this notice from, and the ongoing communications with, Regeneron, we have not recorded any cost-sharing reimbursements from Regeneron in prepaid expenses and other current assets in the consolidated balance sheet or as an offset to research and development expense within the consolidated statement of operations since Regeneron informed us that Regeneron’s reimbursement of CERPASS study costs have completed.

As a result of this notice from, and the ongoing

REPLIMUNE GROUP, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

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

Significant agreements (Continued)

communications with, Regeneron, the Company has not recorded any cost-sharing reimbursements from Regeneron in prepaid expenses and other current assets in the consolidated balance sheet or as an offset to research and development expense within the consolidated statement of operations since Regeneron informed it that Regeneron’s reimbursement of CERPASS study costs have completed.

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

During the year ended March 31, 2023 and 2022, the Company recorded $ 1.1 million and $ 6.8 million, respectively as an offset to research and development expenses.

The Company did not record any costs as an offset to research and development expenses during the year ended March 31, 2024 and recorded $ 1.1 million during the year ended March 31, 2023.

During the years ended March 31, 2024 and 2023, the Company did not make any payments to Regeneron under the terms of the agreement.

During the years ended March 31, 2024 and 2023, the Company received payments under the terms of the agreement from Regeneron of $ 0.0 million and $ 3.1 million, respectively.

As of March 31, 2023 and 2022, the Company had a balance of $ 0.0 million and $ 2.0 million of receivables from Regeneron in connection with this agreement in prepaid expenses and other current assets in the consolidated balance sheet, respectively.

There were no outstanding receivables from Regeneron associated with this agreement at March 31, 2024 or 2023.

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

Under the agreement, the companies intended to collaborate in 30 patient cohort signal finding studies in third-line, or 3L, CRC and in first- and second-line, or 1L and 2L, respectively, HCC.

Following the Company's re-prioritization of its product development portfolio in December 2023, the Company has agreed with Roche to terminate the CRC collaboration and pursue the 2L cohort in HCC with RP2 only.

Roche has expressed its intent to continue to supply its currently approved drugs, atezolizumab and bevacizumab for the 2L cohort in HCC but is unlikely to share costs following the Company's re-prioritization.

The Company is in discussions with Roche about revising these agreements following the Company's changes to its RP2 and RP3 development plans.

Under the terms of the initial agreement the Company retained the responsibility of operating the clinical trials as well as retaining all the rights to the development and commercialization of its product candidates.

The agreement may be terminated by either party upon sixty days prior written notice to the other party.

The agreement with Roche is accounted for under ASC 808, Collaborative Arrangements (“ASC 808”), as both parties are active participants and each party pays its own compound costs and shares equally in development costs in accordance with and up to the amount in the agreed upon first study plan.

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 recognizes 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 years ended March 31, 2024 and 2023, the Company did not make any payments to Roche under the terms of the agreement.

The Company recorded $ 2.7 million and $ 0.9 million as an offset to research and development expenses during the years ended March 31, 2024 and 2023, respectively.

During the years ended March 31, 2024 and 2023, the Company received payments under the terms of the agreement from Roche of $ 1.7 million and $ 0.0 million , respectively.

As of March 31, 2024 and 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.

Under the agreement, the companies will collaborate in a signal finding study in which Incyte will initiate and sponsor a clinical trial of INCB99280 (oral PD-L1 inhibitor) and RP1 in approximately 40 patients with unresectable, high risk CSCC in the neoadjuvant setting.

Under the terms of the agreement, the Company will supply Incyte with RP1 for the study and share costs of the study equally with Incyte.

The agreement may be terminated by either party upon (i) a material breach not reasonably cured within thirty days ;

(ii) the discontinuation of development of its clinical drug candidate;

(iii) the unethical or illegal business practices of the other party;

or (iv) if the parties have not agreed on the protocol or budget within ninety days of the effective date of the agreement.

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

As of March 31, 2024, the Company and Incyte had not yet agreed on the protocol or budget.

However, the Company and Incyte continue to discuss a potential protocol and neither party has triggered termination of the agreement in accordance with the termination right described in clause (iv) above.

The parties are evaluating potential collaboration efforts pending further CERPASS data readout of RP1 in combination with cemiplimab and additional data for Incyte's product candidate INCB99280.

During the year ended March 31, 2024, the Company did not make any payments to, or

REPLIMUNE GROUP, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

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

Significant agreements (Continued)

receive any payments from, Inctye under the terms of the agreement.

Additionally, no costs were recorded to research and development expenses during the year ended March 31, 2024 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.

In connection with the Settlement Agreement, the Company entered into a License and Covenant Agreement with Amgen in which the Company agreed to pay Amgen low single-digit royalty payments on net sales of its products that, but for the license, could be found to infringe a valid Amgen patent on a country-by-country and product-by-product basis.

Commitments and contingencies

5 unchanged sentences

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

In March 2023, the Company entered into an agreement to lease approximately 2,058 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 March 31, 2023 with rental payments scheduled to commence on June 30, 2023.

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 $ 0.3 million upon commencement of the lease and the lease is classified as an operating lease.

REPLIMUNE GROUP, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

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

Commitments and contingencies (Continued)

The Company’s leases have remaining lease terms of seven years to sixteen years .

Some of our leases include one or more options to renew with renewal terms that can extend the lease for additional years, or options to terminate the leases, both at the Company’s discretion.

The Company’s leases have remaining lease terms of five years to fifteen years .

Some of the Company's leases include one or more options to renew with renewal terms that can extend the lease for additional years, or options to terminate the leases, both at the Company’s discretion.

The Company’s lease terms include options to extend or terminate leases when the Company concludes it is reasonably certain that it would exercise those options.

2 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.

REPLIMUNE GROUP, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

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

Commitments and contingencies (Continued)

The table below presents the lease-related costs which are included in the consolidated statements of operations for the years ended as of March 31, 2024 and 2023:

Twelve Months Ended March 31,

Year ended March 31,

Finance lease costs:

4 unchanged sentences

The following table summarizes the classification of lease costs in the consolidated statement of operations for the years ended March 31, 2024 and 2023 as follows:

Twelve Months Ended March 31,

Year ended March 31,

Finance Lease Costs

1 unchanged sentence

Selling, general and administrative — 358

Other income 2,197 2,223

Other income, net

Operating Lease Costs

41 unchanged sentences

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

As of March 31, 2023 and 2022, the Company had committed to minimum payments under these arrangements totaling $ 1.0 million and $ 2.0 million through March 31, 2023.

As of March 31, 2024 and 2023, the Company had committed to minimum payments under these arrangements totaling $ 0.9 million and $ 1.0 million.

Indemnification agreements

20 unchanged sentences

Total $ ( 215,386 ) $ ( 173,996 )

During the year ended March 31, 2023, the Company recorded an income tax provision of $ 0.3 million related to U.S.

During the year ended March 31, 2024 and 2023, the Company recorded an income tax provision of $ 0.4 million and $ 0.3 million, respectively, related to U.S.

current taxes primarily due to the transfer pricing arrangement between the U.S.

1 unchanged sentence

taxable income reduced by certain prior year available net operating losses.

During the year ended March 31, 2022, the Company recorded no income tax benefit for the net operating losses incurred due to the uncertainty of the realization of such losses.

Future realization of the tax benefits of existing temporary differences and net operating loss carryforwards ultimately depends on the existence of sufficient taxable income within the carryforward period.

As of March 31, 2024 and 2023, the Company performed an evaluation to determine whether a valuation allowance was needed.

The Company considered all available evidence, both positive and negative, which included the results of operations for the current and preceding years.

It was determined that it was not possible to reasonably quantify future taxable income and determined that it is more likely than not that all of the deferred tax assets will not be realized.

Accordingly, a full valuation allowance was maintained as of March 31, 2024 and 2023.

A reconciliation of the U.S.

17 unchanged sentences

Net operating loss carryforwards $ 141,911 $ 93,788

Research & development credits — 1,000

Property, plant and equipment 4,706 4,535

3 unchanged sentences

Lease liability 7,938 7,964

Other 24 310.00

Total deferred tax assets 172,812 125,275

23 unchanged sentences

Increases recorded to income tax provision 45,941 41,063

Decreases recorded to equity ( 2,066 ) ( 1,815 )

Increases (decreases) recorded to equity

2,060 ( 2,066 )

Valuation allowance as of end of year $ 161,890 $ 113,889

6 unchanged sentences

Unrecognized tax benefits as of beginning of year $ 8,757 $ —

Increases for tax positions taken during prior years 8,757 —

(Decreases) increases for tax positions taken during prior years

Unrecognized tax benefits as of end of year $ 8,667 $ 8,757

20 unchanged sentences

$ 10,483 $ 7,479

Subsequent events

In April 2024, the Company granted an equity award to a newly hired executive as a material inducement to enter into employment with the Company.

The inducement grant included a nonqualified stock option to purchase up to 75,000 shares of the Company's common stock, as well as a restricted stock unit grant representing 50,000 shares of the Company's common stock.

Exhibit index

26 unchanged sentences

10-K May 19, 2022 10.3

10.4†* Form of Performance Stock Unit Award Agreement under 2018 Omnibus Incentive Compensation Plan for U.

Form of Performance Stock Unit Award Agreement under 2018 Omnibus Incentive Compensation Plan and Sub-Plan for U.K.

Form of Inducement Stock Option Grant Agreement.

Form of Inducement Restricted Stock Unit Grant Agreement.

Employee Stock Purchase Plan.

2 unchanged sentences

10-Q November 4, 2021 10.2

10.6† Amended and Restated Employment Agreement, dated as of November 2, 2021, by and between Philip Astley-Sparke and Replimune, Inc.

10-Q November 4, 2021 10.1

Employment Agreement, effective as of November 1, 2015, by and between Pamela Esposito and Replimune, Inc.

4 unchanged sentences

8-K December 9, 2019 10.1

10.10† Employment Agreement, dated as of May 25, 2020, by and between Andrea Pirzkall and Replimune, Inc.

10-Q August 7, 2020 10.1

10.11†* Amended and Restated Employment Agreement, dated as of May 3, 2021, by and between Sushil Patel and Replimune, Inc.

10-K May 20, 2021 10.11

Employment Agreement, dated as of May 10, 2021, by and between Tanya Lewis and Replimune, Inc.

10-K May 20, 2021 10.12

10.13†* Stock Option Grant Agreement, effective as of May 3, 2021, by and between Sushil Patel and the Registrant.

10-K May 20, 2021 10.13

Exhibit Number Exhibit Description Incorporated by Reference

Form Date Number

10.14†* Restricted Stock Unit Grant Agreement, effective as of May 3, 2021, by and between Sushil Patel and the Registrant.

10-K May 20, 2021 10.14

Separation Agreement and Release, dated as of December 23, 2019, by and between Howard Kaufman and Replimune, Inc.

2 unchanged sentences

10-K June 3, 2020 10.13

Exhibit Number Exhibit Description Incorporated by Reference

Form Date Number

Lease, dated as of April 1, 2016, by and between Cummings Properties, LLC and the Registrant.

26 unchanged sentences

10-Q February 3, 2022 10.3

Lease Agreement, dated as of March 23, 2023, by and among Replimune Limited, MEPC Milton Park No.

1 Limited, and MEPC Milton Park No.

May 18, 2023 10.34

Separation Agreement and Release, dated as of August 25, 2021, by and between Andrea Pirzkall and Replimune, Inc., as amended.

10-K May 19, 2022 10.27

10.28 Loan and Security Agreement by and among Replimune Group, Inc., Replimune, Inc., Replimune Limited and Hercules Capital, Inc., dated October 6, 2022.

10-Q November 3, 2022 10.1

S econd Amendment to Loan and Security Agreement, dated as of December 22, 2023, by and among Replimune Group Inc ., Replimune, Inc., Replimune L imited and Hercules

10-Q February 8, 2024 10.1

Employment Agreement, dated as of December 1, 2022, by and between Konstantinos Xynos and Replimune, Inc.

4 unchanged sentences

10-Q February 9, 2023 10.4

E mployment Agreement, dated as of August 31, 2023, by and between Emily Hill and Replim une, Inc.

10-Q November 7, 2023 10.1

Second Amended and Restated Employment Agreement, dated as of March 25, 2024, by and between Replimune, Inc.

and Sushil Patel.

Second Amended and Restated Employment Agreement, dated as of March 25, 2024, by and between Replimune, Inc.

and Philip Astley-Sparke.

Separation and Transition Agreement, dated as of March 25, 2024, by and between Robert Coffin and Replimune, Inc.

Exhibit Number Exhibit Description Incorporated by Reference

Form Date Number

Stock Option Grant Agreement, effective as of December 30, 2022, by and between Christopher Sarchi and the Registrant.

Restricted Stock Unit Grant Agreement, effective as of December 30, 2022, by and between Christopher Sarchi and the Registrant.

10.34* Lease Agreement, dated as of March 23 , 2023 , by and among Replimune Limited, MEPC Milton Park No.

1 Limited, and MEPC Milton Park No.

Consulting Agreement, dated as of March 25, 2024, by and between Robert Coffin and Replimune, Inc.

Separation Agreement and Release, dated as of May 18, 2023 by and between Jean Franchi and Replimune, Inc.

August 3, 2023 10.2

Consulting Agreement, dated as of May 18, 2023 by and between Jean Franchi and Replimune, Inc.

August 3, 2023 10.3

Separation Agreement and Release, dated as of March 26, 2024, by and between Pamela Esposito and Replimune, Inc.

Consulting Agreement, dated as of March 26, 2024, by and between Pamela Esposito and Replimune, Inc.

Separation Agreement and Release, dated as of March 31, 2024, by and between Tanya Lewis and Replimune, Inc.

Consulting Agreement, dated as of March 31, 2024, by and between Tanya Lewis and Replimune, Inc.

Replimune Group, Inc.

Clawback Policy

21.1* Subsidiaries of the Registrant.

19 unchanged sentences

May 16, 2024 By:

/s/ PHILIP ASTLEY-SPARKE

Philip Astley-Sparke

/s/ SUSHIL PATEL

Chief Executive Officer and Director

1 unchanged sentence

Name Title Date

/s/ PHILIP ASTLEY-SPARKE Chief Executive Officer and Director

(Principal Executive Officer and Principal Financial Officer) May 18, 2023

Philip Astley-Sparke

/s/ JEAN FRANCHI Chief Financial Officer May 18, 2023

/s/ SUSHIL PATEL

Chief Executive Officer and Director

(Principal Executive Officer)

/s/ EMILY HILL

Chief Financial Officer, (Principal Financial Officer)

/s/ ANDREW SCHWENDENMAN Chief Accounting Officer,

1 unchanged sentence

Andrew Schwendenman

/s/ PHILIP ASTLEY-SPARKE

Philip Astley-Sparke

/s/ ROBERT COFFIN

President and Chief Research & Development Officer and Director May 18, 2023

Robert Coffin

8 unchanged sentences

Joseph Slattery

/s/ SANDER SLOOTWEG Director May 18, 2023

Sander Slootweg

/s/ VELEKA PEEPLES-DYER

Director May 16, 2024

Veleka Peeples-Dyer

/s/ DIETER WEINAND

2 unchanged sentences

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-K

Item 9A. Controls and Procedures