Other Information.
+Added: Rule 10b5-1 Plan Trading Arrangements
+Added: During the three months ended June 30, 2024, each of the following officers or directors 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:
+Added: Name & Title Date Adopted (1)
+Added: Aggregate Number of Shares of Common Stock to be Purchased or Sold Pursuant to Trading Arrangement Expiration Date (3)
+Added: Philip Astley-Sparke
+Added: Executive Chairman
+Added: 240,000 January 15, 2026
+Added: Robert Coffin
+Added: 480,000 December 31, 2026
+Added: Chief Executive Officer and Director
+Added: 25000 March 20, 2025
+Added: (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.
+Added: (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.
+Added: (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.
+Added: The arrangement also provides for automatic expiration in the event of bankruptcy, insolvency, death or mental incapacity of the adopting person.
+Added: 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, during the three months ended June 30, 2024.
Exhibit Incorporated by Reference
Number Exhibit Description Form Date Number
−Removed: Second Amendment to Loan and Security Agreement, dated as of December 22, 2023, by and among Replimune Group Inc., Replimune, Inc., Replimune Limited and Hercules Capital, Inc.
+Added: Securities Purchase Agreement, dated June 12, 2024, by and among Replimune Group, Inc.
+Added: and each of the investors as party thereto.
+Added: June 13, 2024 10.1
+Added: F orm of Re gistration Rights Agreement, dated June 14, 2024, by and among Replimune Group Inc.
+Added: and each of the investors as party thereto.
+Added: June 13, 2024 10.2
31.1* Certification of the Chief Executive Officer, as required by Section 302 of the Sarbanes-Oxley Act of 2002 (18 U.S.C.
9 unchanged sentences
104* Cover Page Interactive Data File (formatted as Inline XBRL and contained in Exhibit 101).
−Removed: Table of Conte nts
* Filed or furnished herewith.
3 unchanged sentences
The Company hereby agrees to furnish supplementally to the SEC, upon its request, an unredacted copy of this exhibit.
−Removed: Table of Conte nts
Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.
REPLIMUNE GROUP, INC.
−Removed: February 8, 2024 By:
−Removed: /s/ Philip Astley-Sparke
−Removed: Philip Astley-Sparke
+Added: August 8, 2024 By:
+Added: /s/ Sushil Patel
Chief Executive Officer and Director
(Principal Executive Officer)
−Removed: February 8, 2024 By:
+Added: August 8, 2024 By:
/s/ Emily Hill
1 unchanged sentence
(Principal Financial Officer)
−Removed: February 8, 2024 By:
+Added: August 8, 2024 By:
/s/ Andrew Schwendenman
3 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.