Replimune Group, Inc. 10-K

Item 9A. Controls and procedures Evaluation of disclosure controls and procedures Our management, with the participation of our Chief Executive Officer and Chief Financial Officer, has performed an evaluation of the effectiveness of our disclosure controls and procedures (as defined in Rule 13a-15(e) under the Securities Exchange Act of 1934, as amended (the “Exchange Act”)) as of the end of the period covered by this report, as required by 72 TABLE OF CONTENTS Rule 13a-15(b) under the Exchange Act. Based upon that evaluation, our Chief Executive Officer and Chief Financial Officer have concluded that, as of March 31, 2025, our disclosure controls and procedures were ineffective due to material weaknesses in internal control over financial reporting as described below. Our management concluded that the consolidated financial statements included in this Annual Report on Form 10-K,present fairly, in all material respects, our financial position, results of operations, and cash flows for the periods presented in accordance with accounting principles generally accepted in the United States of America, or U.S. GAAP. Our Principal Executive Officer and Principal Financial Officer have certified that, based on each such officer’s knowledge, the financial statements, as well as the other financial information included in this Annual Report, fairly present in all material respects the financial condition, results of operations and cash flows of the Company as of, and for, the periods presented in this Annual Report. Management’s report on internal control over financial reporting Management is responsible for establishing and maintaining adequate internal control over financial reporting. Our management, with the participation of our Chief Executive Officer and Chief Financial Officer, has assessed the effectiveness of our internal control over financial reporting as of March 31, 2025. Our management’s assessment was based on the framework in “Internal Control — Integrated Framework (2013)” (“2013 framework”), issued by the Committee of Sponsoring Organizations of the Treadway Commission (“COSO”). Based on this assessment, our management concluded that, as of March 31, 2025, our internal control over financial reporting was ineffective based on the criteria in the 2013 framework issued by the COSO due to the existence of the material weaknesses described below. A material weakness is a deficiency, or a combination of deficiencies, in internal control over financial reporting such that there is a reasonable possibility that a material misstatement of the Company's annual or interim consolidated financial statements will not be prevented or detected on a timely basis. In connection with the preparation of the consolidated financial statements for this Annual Report on Form 10-K, we identified material weaknesses in our internal control over financial reporting whereby we did not design and maintain effective information technology (“IT”) general controls for information systems that are relevant to the preparation of our financial statements. Specifically, we did not design and maintain effective: (i) program change management controls to ensure that information technology program and data changes are identified, tested, authorized and implemented appropriately; (ii) user access controls to ensure appropriate segregation of duties and to adequately restrict user and privileged access to appropriate personnel; (iii) computer operations controls to ensure that processing and transfer of data, and data backups and recovery are monitored; and (iv) program development controls to ensure that new software development is tested, authorized and implemented appropriately. The material weaknesses identified above did not result in any material misstatements in our interim or annual consolidated financial statements or disclosures; however, they could result in misstatements impacting substantially all accounts or disclosures in the annual or interim consolidated financial statements that would result in a material misstatement to the annual or interim consolidated financial statements that would not be prevented or detected. Our management concluded that the consolidated financial statements included in this Annual Report on Form 10-K, present fairly, in all material respects, our financial position, results of operations, and cash flows for the periods presented in accordance with accounting principles generally accepted in the United States of America, or U.S. GAAP. Management's Plan for Remediation of the Material Weakness Management, with the oversight of the audit committee of the board of directors, is committed to maintaining a strong internal control environment. In response to the material weaknesses identified above, we have begun to develop remediation actions which include: • Designing and implementing controls over program change management and the review and update of user access rights and privileges. • Designing and implementing controls to formalize roles and review responsibilities in order to formalize and implement controls over segregation of duties across key financial systems. • Designing and implementing computer operation and program development controls to ensure data integrity and that new software development is tested, authorized and implemented appropriately. We believe that these actions, when fully designed and implemented, will remediate the material weaknesses. However, the material weaknesses will not be considered fully remediated until management designs and implements effective controls that operate for a sufficient period of time and management has concluded, through testing, that these controls are effective. As we 73 TABLE OF CONTENTS continue to evaluate operating effectiveness and monitor improvements to our internal control over financial reporting, we may take additional measures to address control deficiencies or modify the remediation plan described above. Changes in internal control over financial reporting There have been no changes in our internal control over financial reporting during the fourth quarter of the fiscal year ended March 31, 2025 that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting. Item 9B. Other Information Rule 10b5-1 Plan Trading Arrangements 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. Item 9C. Disclosure Regarding Foreign Jurisdictions That Prevent Inspections Not Applicable. 74 TABLE OF CONTENTS PART III Item 10. Directors, executive officers and corporate governance The text of our Code of Business Conduct and Ethics, which applies to our directors and employees (including our principal executive officer, principal financial officer, and principal accounting officer or controller, and persons performing similar functions), is posted in the “Corporate Governance” section of our website, www.replimune.com. A copy of the Code of Business Conduct and Ethics can be obtained free of charge on our website. We intend to disclose on our website any amendments to, or waivers from, our Code of Business Conduct and Ethics that are required to be disclosed pursuant to the rules of the Securities and Exchange Commission and Nasdaq. The information contained on our website is not considered part of, or incorporated by reference into, this Annual Report on Form 10-K or any other filing that we make with the Securities and Exchange Commission. In addition, we have adopted an insider trading policy and procedures governing the purchase, sale, and/or other dispositions of our securities (the “Insider Trading Policy”) that applies to all directors, officers, and employees of the Company and its subsidiaries. With regard to the Company's trading in its own securities, it is the Company's policy to comply with the federal securities laws and the applicable exchange listing requirements. We believe that the Insider Trading Policy is reasonably designed to promote compliance with insider trading laws, rules and regulations with respect to the purchase, sale and/or other dispositions of the Company's securities, as well as any listing standards, rules and regulations applicable to us. A copy of the Insider Trading Policy is filed as Exhibit 19.1 to this Annual Report on Form 10-K. Information about our executive officers, directors, and all other remaining matters required to be disclosed in Item 10 “Directors, executive officers and corporate governance” appears under the “Executive Officers,” “Proposal No. 1 – Election of Directors,” “Board of Directors,” “Corporate Governance,” “Anti-Hedging and Pledging Policy,” and “Audit Committee Report” sections of our proxy statement for our 2025 annual meeting of stockholders, or our 2025 Proxy Statement, and is hereby incorporated by reference. We will file our 2025 Proxy Statement with the Securities and Exchange Commission pursuant to Regulation 14A not later than 120 days after the close of our fiscal year ended March 31, 2025. Item 11. Executive compensation Information about compensation of our named executive officers appears under the “Corporate Governance,” “Director Compensation,” “Executive Compensation,” and the “Pay versus Performance” sections of our 2025 Proxy Statement and is hereby incorporated by reference. Information about compensation of the Board appears under the "Director Compensation" section of our 2025 Proxy Statement and is hereby incorporated by reference. We will file our 2025 Proxy Statement with the Securities and Exchange Commission pursuant to Regulation 14A not later than 120 days after the close of our fiscal year ended March 31, 2025. Item 12. Security ownership of certain beneficial owners and management and related stockholder matters Securities authorized for issuance under equity compensation plans The following table provides information as of March 31, 2025, regarding our common stock that may be issued under (1) the 2017 Equity Compensation Plan, or the 2017 Plan; (2) the 2018 Omnibus Incentive Compensation Plan, or the 2018 Plan; or (3) the Employee Stock Purchase Plan, or the ESPP. Number of Securities to be Issued Upon Exercise of Outstanding Options, Warrants and Rights (a) Weighted-Average Exercise Price of Outstanding Options, Warrants and Rights (b) Number of Securities Remaining Available for Future Issuance Under Equity Compensation Plans (excluding securities reflected in column (a)) (c) Plan Category: Equity compensation plans approved by stockholders 2017 Plan 1,054,999 3.13 — 2018 Plan (1) 8,561,114 16.36 2,119,283 ESPP — — 3,405,175 Equity compensation plans not approved by stockholders — — — Total 9,616,113 5,524,458 _________________ 75 TABLE OF CONTENTS (1) Includes 3,098,797 shares of common stock subject to outstanding restricted and performance stock units. Information about security ownership of certain beneficial owners and management appears under the "Security Ownership of Certain Owners and Management" section of our 2025 Proxy Statement and is hereby incorporated by reference. We will file our 2025 Proxy Statement with the Securities and Exchange Commission pursuant to Regulation 14A not later than 120 days after the close of our fiscal year ended March 31, 2025. Item 13. Certain relationships and related transactions, and director independence Information about certain relationships and related transactions, and director independence appears under “Certain Relationships and Related Party Transactions” and “Corporate Governance” sections of our 2025 Proxy Statement and are hereby incorporated by reference. We will file our 2025 Proxy Statement with the Securities and Exchange Commission pursuant to Regulation 14A not later than 120 days after the close of our fiscal year ended March 31, 2025. Item 14. Principal accountant fees and services Information about the fees and services of our principal accountant, PricewaterhouseCoopers LLP, appears under the “Proposal No. 2 — Ratification of Selection of Independent Registered Public Accounting Firm” section of our 2025 Proxy Statement and is hereby incorporated by reference. We will file our 2025 Proxy Statement with the Securities and Exchange Commission pursuant to Regulation 14A not later than 120 days after the close of our fiscal year ended March 31, 2025. 76 TABLE OF CONTENTS PART IV Item 15. Exhibits and financial statement schedules (a) 1. Consolidated financial statements. For a list of the consolidated financial statements included herein, see Index on page F-1 of this report. 2. Financial statement schedules. All required information is included in the financial statements or notes thereto. 3. List of exhibits. The documents listed in the exhibit index immediately preceding the signature page of this Annual Report on Form 10-K are incorporated by reference or are filed or furnished with this Annual Report on Form 10-K, in each case as indicated therein. Item 16. 10-K summary None. 77 TABLE OF CONTENTS REPLIMUNE GROUP, INC. Index to Consolidated Financial Statements For the Years Ended March 31, 2025 and 2024 Page Report of independent registered public accounting firm (PCAOB ID 238 ) F- 2 Consolidated balance sheets F- 4 Consolidated statements of operations F- 5 Consolidated statements of comprehensive loss F- 6 Consolidated statements of stockholders’ equity F- 7 Consolidated statements of cash flows F- 8 Notes to consolidated financial statements F- 9 F - 1 TABLE OF CONTENTS Report of Independent Registered Public Accounting Firm To the Board of Directors and Stockholders of Replimune Group, Inc. Opinion on the Financial Statements We have audited the accompanying consolidated balance sheets of Replimune Group, Inc. and its subsidiaries (the “Company”) as of March 31, 2025 and 2024, and the related consolidated statements of operations, of comprehensive loss, of stockholders’ equity and of cash flows for the years then ended, including the related notes (collectively referred to as the “consolidated financial statements”). In our opinion, the consolidated financial statements present fairly, in all material respects, the financial position of the Company as of March 31, 2025 and 2024, and the results of its operations and its cash flows for the years then ended in conformity with accounting principles generally accepted in the United States of America. Basis for Opinion These consolidated financial statements are the responsibility of the Company’s management. Our responsibility is to express an opinion on the Company’s consolidated financial statements based on our audits. We are a public accounting firm registered with the Public Company Accounting Oversight Board (United States) (PCAOB) and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB. We conducted our audits of these consolidated financial statements in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audits to obtain reasonable assurance about whether the consolidated financial statements are free of material misstatement, whether due to error or fraud. The Company is not required to have, nor were we engaged to perform, an audit of its internal control over financial reporting. As part of our audits we are required to obtain an understanding of internal control over financial reporting but not for the purpose of expressing an opinion on the effectiveness of the Company's internal control over financial reporting. Accordingly, we express no such opinion. Our audits included performing procedures to assess the risks of material misstatement of the consolidated financial statements, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the consolidated financial statements. Our audits also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the consolidated financial statements. 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 $19.6 million as of March 31, 2025. 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. F - 2 TABLE OF CONTENTS 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 Boston, Massachusetts May 22, 2025 We have served as the Company’s auditor since 2018. F - 3 TABLE OF CONTENTS REPLIMUNE GROUP, INC. CONSOLIDATED BALANCE SHEETS (Amounts in thousands, except share and per share amounts) March 31, 2025 March 31, 2024 Assets Current assets: Cash and cash equivalents $ 111,119 $ 74,457 Short-term investments 372,685 346,211 Research and development incentives receivable 3,725 4,922 Prepaid expenses and other current assets 8,351 8,077 Total current assets 495,880 433,667 Property, plant and equipment, net 13,739 10,483 Restricted cash 1,703 1,700 Other non-current assets 1,200 — Right-to-use asset – operating leases 3,998 4,635 Right-to-use asset – financing leases 34,808 37,237 Total assets $ 551,328 $ 487,722 Liabilities and Stockholders’ Equity Current liabilities: Accounts payable $ 12,463 $ 2,578 Accrued expenses and other current liabilities 45,916 33,981 Operating lease liabilities, current 1,184 1,161 Financing lease liabilities, current 2,799 2,718 Total current liabilities 62,362 40,438 Operating lease liabilities, non-current 3,076 3,771 Financing lease liabilities, non-current 22,729 23,410 Long term debt, net of discount 46,377 44,809 Other liabilities, non-current 941 786 Total liabilities $ 135,485 $ 113,214 Commitments and contingencies (Note 13) Stockholders’ equity: Common stock, $ 0.001 par value; 150,000,000 shares authorized as of March 31, 2025 and March 31, 2024; 77,085,024 and 61,415,105 shares issued and outstanding as of March 31, 2025 and March 31, 2024, respectively 77 61 Additional paid-in capital 1,358,897 1,070,874 Accumulated deficit ( 948,579 ) ( 701,282 ) Accumulated other comprehensive income 5,448 4,855 Total stockholders’ equity 415,843 374,508 Total liabilities and stockholders’ equity $ 551,328 $ 487,722 The accompanying notes are an integral part of these consolidated financial statements. F - 4 TABLE OF CONTENTS REPLIMUNE GROUP, INC. CONSOLIDATED STATEMENTS OF OPERATIONS (Amounts in thousands, except share and per share amounts) Year Ended March 31, 2025 2024 Operating expenses: Research and development $ 189,447 $ 174,963 Selling, general and administrative 72,180 59,810 Total operating expenses 261,627 234,773 Loss from operations ( 261,627 ) ( 234,773 ) Other income (expense): Research and development incentives 1,773 1,920 Investment income 21,120 23,356 Interest expense on finance lease liability ( 2,118 ) ( 2,163 ) Interest expense on debt obligations ( 5,775 ) ( 4,497 ) Other (expense) income ( 202 ) 771 Total other income, net 14,798 19,387 Loss before income taxes $ ( 246,829 ) $ ( 215,386 ) Income tax provision 468 408 Net loss $ ( 247,297 ) $ ( 215,794 ) Net loss per common share, basic and diluted $ ( 3.07 ) $ ( 3.24 ) Weighted average common shares outstanding, basic and diluted 80,564,147 66,569,894 The accompanying notes are an integral part of these consolidated financial statements. F - 5 TABLE OF CONTENTS REPLIMUNE GROUP, INC. CONSOLIDATED STATEMENTS OF COMPREHENSIVE LOSS (Amounts in thousands) Year Ended March 31, 2025 2024 Net loss $ ( 247,297 ) $ ( 215,794 ) Other comprehensive loss: Foreign currency translation gain (loss) 174 ( 826 ) Net unrealized gain (loss) on short-term investments, net of tax of $ 0 419 ( 48 ) Comprehensive loss $ ( 246,704 ) $ ( 216,668 ) The accompanying notes are an integral part of these consolidated financial statements. F - 6 TABLE OF CONTENTS REPLIMUNE GROUP, INC. CONSOLIDATED STATEMENTS OF STOCKHOLDERS’ EQUITY (Amounts in thousands, except share amounts) Common stock Additional paid-in capital Accumulated deficit Accumulated other comprehensive income Total stockholders’ equity Shares Amount Balances as of March 31, 2023 56,676,313 $ 57 $ 1,034,994 $ ( 485,488 ) $ 5,729 $ 555,292 Foreign currency translation adjustment — — — — ( 826 ) ( 826 ) Unrealized gain 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 Vesting of RSUs 371,949 — — — — — Stock-based compensation expense — — 34,125 — — 34,125 Net loss — — — ( 215,794 ) — ( 215,794 ) Balances as of March 31, 2024 61,415,105 $ 61 $ 1,070,874 $ ( 701,282 ) $ 4,855 $ 374,508 Issuance of prefunded warrants to purchase common stock, net of issuance costs — — 97,000 — — 97,000 Issuance of common stock, net of issuance costs and underwriter fees 14,207,314 14 155,714 — — 155,728 Foreign currency translation adjustment — — — — 174 174 Unrealized gain on short-term investments — — — — 419 419 Exercise of pre-funded warrants 739,225 1 ( 1 ) — — — Exercise of stock options 84,261 — 267 — — 267 Vesting of RSUs 639,119 1 ( 1 ) — — — Stock-based compensation expense — — 35,044 — — 35,044 Net loss — — — ( 247,297 ) — ( 247,297 ) Balances as of March 31, 2025 77,085,024 $ 77 $ 1,358,897 $ ( 948,579 ) $ 5,448 $ 415,843 The accompanying notes are an integral part of these consolidated financial statements. F - 7 TABLE OF CONTENTS REPLIMUNE GROUP, INC. CONSOLIDATED STATEMENTS OF CASH FLOWS (Amounts in thousands) Year Ended March 31, 2025 2024 Cash flows from operating activities: Net loss $ ( 247,297 ) $ ( 215,794 ) Adjustments to reconcile net loss to net cash used in operating activities: Stock-based compensation expense 35,044 34,125 Depreciation and amortization 3,502 2,655 Net amortization of premiums and discounts on short-term investments ( 8,947 ) ( 12,326 ) Noncash interest expense 1,568 1,161 Unrealized foreign currency transaction losses ( 201 ) ( 771 ) Changes in operating assets and liabilities: Research and development incentives receivable 1,303 ( 1,916 ) Prepaid expenses and other current assets ( 252 ) ( 1,778 ) Operating lease, right-of-use-asset 683 615 Finance lease, right-of-use-asset 2,428 2,428 Other non-current assets ( 1,200 ) — Accounts payable 9,941 ( 2,794 ) Accrued expenses and other current liabilities 11,743 9,234 Operating lease liabilities ( 720 ) ( 620 ) Other non-current liabilities 155 314 Net cash used in operating activities ( 192,250 ) ( 185,467 ) Cash flows from investing activities: Purchases of property, plant and equipment and software capitalization ( 6,687 ) ( 5,662 ) Purchase of short-term investments ( 403,586 ) ( 489,516 ) Proceeds from sales and maturities of short-term investments 386,477 592,379 Net cash (used in) provided by investing activities ( 23,796 ) 97,201 Cash flows from financing activities: Proceeds from issuance of common stock, net of underwriting fees and offering costs 155,728 — Proceeds from issuance of prefunded warrants to purchase common stock, net of underwriting fees and offering costs 97,000 — Proceeds from long-term debt — 15,000 Principal payment of finance lease obligation ( 599 ) ( 476 ) Proceeds from exercise of stock options 267 1,759 Net cash provided by financing activities 252,396 16,283 Effect of exchange rate changes on cash, cash equivalents and restricted cash 315 ( 86 ) Net increase (decrease) in cash, cash equivalents and restricted cash 36,665 ( 72,069 ) Cash, cash equivalents and restricted cash at beginning of period 76,157 148,226 Cash, cash equivalents and restricted cash at end of period $ 112,822 $ 76,157 Supplemental disclosure of cash flow information: Cash paid during the period for interest 4,198 $ 3,044 Cash paid for income taxes 105 300 Supplemental disclosure of non-cash investing and financing activities: Purchases of property and equipment included in accounts payable $ 171 $ 101 The accompanying notes are an integral part of these consolidated financial statements. F - 8 TABLE OF CONTENTS REPLIMUNE GROUP, INC. NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Amounts in thousands, except share and per share amounts) 1. Nature of the business Replimune Group, Inc. (the “Company”) is a clinical-stage biotechnology company focused on the development of oncolytic immunotherapies to treat cancer. Replimune Group, Inc., whose predecessor was founded in 2015, is the parent company of its wholly owned, direct and indirect subsidiaries: Replimune Limited (“Replimune UK”); Replimune, Inc. (“Replimune US”); Replimune Securities Corporation; and Replimune (Ireland) Limited. The Company is subject to risks and uncertainties common to early-stage companies in the biotechnology industry, including, but not limited to, development by competitors of new technological innovations, dependence on key personnel, protection of proprietary technology, compliance with government regulations and the ability to secure additional capital to fund operations. Product candidates currently under development will require significant additional research and development efforts, including preclinical and clinical testing and regulatory approval, prior to commercialization. These efforts require significant amounts of additional capital, adequate personnel and infrastructure and extensive compliance and reporting capabilities. Even if the Company’s product development efforts are successful, it is uncertain when, if ever, the Company will realize significant revenue from product sales. Basis of presentation The accompanying consolidated financial statements have been prepared on the basis of continuity of operations, realization of assets and the satisfaction of liabilities and commitments in the ordinary course of business. The Company has incurred recurring losses since its inception, including net losses of $ 247.3 million and $ 215.8 million for the years ended March 31, 2025 and 2024, respectively. In addition, as of March 31, 2025, the Company had an accumulated deficit of $ 948.6 million. The Company expects to continue to generate operating losses for the foreseeable future and to finance its future cash needs through a combination of equity offerings, debt financings, collaborations, strategic partnerships and alliances or licensing arrangements. If the Company is unable to obtain funding, the Company would be forced to delay, reduce or eliminate some or all of its research and development programs, preclinical and clinical testing or commercialization efforts, which could adversely affect its business prospects. As of the issuance date of these consolidated financial statements, the Company expects that its cash and cash equivalents and short-term investments will be sufficient to fund its operating expenses and capital expenditure requirements through at least 12 months from the issuance of the consolidated financial statements. 2. Summary of significant accounting policies Principles of consolidation The accompanying consolidated financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America, or GAAP, and include the accounts of the Company and its direct and indirect wholly owned subsidiaries, Replimune UK, Replimune US, Replimune Securities Corporation and Replimune (Ireland) Limited after elimination of all intercompany accounts and transactions. Use of estimates The preparation of consolidated financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities, the disclosure of contingent assets and liabilities at the date of the consolidated financial statements and the reported amounts of expenses during the reporting periods. Significant estimates and assumptions reflected in these consolidated financial statements include, but are not limited to, the accrual for research and development expenses and the valuation of stock-based awards. The Company bases its estimates on historical experience, known trends and other market-specific or other relevant factors that it believes to be reasonable under the circumstances. Foreign currency and currency translation The functional currency for the Company’s wholly owned foreign subsidiary, Replimune UK, is the British pound. Assets and liabilities of Replimune UK are translated into United States dollars at the exchange rate in effect on the balance sheet date. 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 income (loss). Adjustments that arise from exchange rate changes F - 9 TABLE OF CONTENTS REPLIMUNE GROUP, INC. NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued) (Amounts in thousands, except share and per share amounts) 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. Concentrations of credit risk and of significant suppliers Financial instruments that potentially expose the Company to concentrations of credit risk consist primarily of cash and cash equivalents as well as short-term investments. The Company deposits its cash in financial institutions in amounts that may exceed federally insured limits. We limit our exposure to credit risk by placing investments with high credit quality financial institutions, diversifying our investment portfolio and placing investments with maturities that maintain safety and liquidity. To date, the Company has not experienced any losses on such accounts. The Company relies, and expects to continue to rely, on a small number of vendors to manufacture and supply raw materials and supply services for its development programs. These programs could be adversely affected by a significant interruption in these services or the availability of raw materials. Cash and cash equivalents The Company considers all highly liquid investments with original maturities of three months or less at date of purchase to be cash equivalents. Cash equivalents consisted of money market funds as of March 31, 2025 and 2024, respectively. As of March 31, 2025 and 2024, the amount of cash equivalents included in cash and cash equivalents totaled $ 89.9 million and $ 41.1 million, respectively. Restricted cash The Company holds restricted cash in segregated bank accounts in connection with a letter of credit. As of March 31, 2025 and 2024, restricted cash consisted of $ 1.7 million, respectively, 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 income (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 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 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 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, 2025 or 2024. The Company’s short-term investments as of March 31, 2025 and 2024 had maturities of less than two years. The Company has classified its investments with maturities beyond one year as short term, based on their highly liquid nature and because they represent the investment of cash that is available for current operations. Property, plant and equipment F - 10 TABLE OF CONTENTS REPLIMUNE GROUP, INC. NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued) (Amounts in thousands, except share and per share amounts) Property, plant and equipment are stated at cost, less accumulated depreciation and amortization. Depreciation and amortization expense is recognized using the straight-line method over the estimated useful lives of the respective assets as follows: Estimated Useful life Office equipment 5 years Computer equipment and software 3 years Plant, manufacturing and laboratory equipment 5 years Capitalized software 3 to 5 years Leasehold improvements Lesser of lease term or 10 years Costs for capital assets not yet placed into service are capitalized as construction-in-progress and depreciated in accordance with the above guidelines once placed into service. Upon retirement or sale, the cost of assets disposed of and the related accumulated depreciation are removed from the accounts and any resulting gain or loss is included in loss from operations. 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. Inventory Prior to the regulatory approval of the Company’s product candidates, the Company incurs expenses for the manufacture of drug product that could potentially be available to support the commercial launch of those products. Until the date at which regulatory approval has been received or is otherwise considered probable, the Company records all such costs as research and development expenses. There were no capitalized inventory costs recorded as of March 31, 2025 and 2024. Impairment of long-lived assets 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. Factors that the Company considers in deciding when to perform an impairment review include significant underperformance of the business in relation to expectations, significant negative industry or economic trends and significant changes or planned changes in the use of the assets. If an impairment review is performed to evaluate a long-lived asset group for recoverability, the Company compares forecasts of undiscounted cash flows expected to result from the use and eventual disposition of the long-lived asset group to its carrying value. An impairment loss would be recognized when estimated undiscounted future cash flows expected to result from the use of an asset group are less than its carrying amount. The impairment loss would be based on the excess of the carrying value of the impaired asset group over its fair value, determined based on discounted cash flows. To date, the Company has not recorded any impairment losses on long-lived assets. Fair value measurements Certain assets and liabilities of the Company are carried at fair value under GAAP. Fair value is defined as the exchange price that would be received for an asset or paid to transfer a liability (an exit price) in the principal or most advantageous market for the asset or liability in an orderly transaction between market participants on the measurement date. Valuation techniques used to measure fair value must maximize the use of observable inputs and minimize the use of unobservable inputs. Financial assets and liabilities carried at fair value are to be classified and disclosed in one of the following three levels of the fair value hierarchy, of which the first two are considered observable and the last is considered unobservable: • Level 1 — Quoted prices in active markets for identical assets or liabilities. • Level 2 — Observable inputs (other than Level 1 quoted prices), such as quoted prices in active markets for similar assets or liabilities, quoted prices in markets that are not active for identical or similar assets or liabilities, or other inputs that are observable or can be corroborated by observable market data. F - 11 TABLE OF CONTENTS REPLIMUNE GROUP, INC. NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued) (Amounts in thousands, except share and per share amounts) • Level 3 — Unobservable inputs that are supported by little or no market activity that are significant to determining the fair value of the assets or liabilities, including pricing models, discounted cash flow methodologies and similar techniques. The Company’s short-term investments and cash equivalents are carried at fair value, determined according to the fair value hierarchy described above (see Note 3). 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 at each balance sheet date due to its variable interest rate, which approximates a market interest rate. Debt issuance costs Debt issuance costs consist of payments made to secure commitments under certain debt financing arrangements. These amounts are recognized as interest expense over the period of the financing arrangement using the effective interest method. 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 present debt issuance costs related to a recognized debt liability as a direct reduction from the carrying amount of that debt liability. Segment information The Company manages its operations as a single operating segment for the purposes of assessing performance and making operating decisions. The Company’s current focus is on developing oncolytic immunotherapies for the treatment of cancer. Research and development costs Research and development costs are expensed as incurred. Research and development expenses consist of costs incurred in performing research and development activities, including salaries, stock-based compensation and benefits, facilities costs and laboratory supplies, depreciation and external costs of outside vendors engaged to conduct preclinical development, clinical development activities and clinical trials as well as to manufacture clinical trial materials. Non-refundable prepayments for goods or services that will be used or rendered for future research and development activities are deferred and capitalized. Such amounts are recognized as an expense as the goods are delivered or the related services are performed, or until it is no longer expected that the goods will be delivered or the services rendered. Upfront payments for materials and supplies acquired for particular research and development activities that have no alternative future use in other research and development projects or otherwise, and therefore have no separate economic value, are expensed as research and development costs at the time the costs are incurred. Research contract costs and accruals The Company has entered into various research and development-related contracts with companies both inside and outside of the United States. These agreements are generally cancellable, and related costs are recorded as research and development expenses as incurred. The Company records accruals for estimated ongoing research costs. 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. 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. Significant judgments and estimates are made in determining the accrued balances at the end of any reporting period. Actual results could differ from the Company’s estimates. The Company’s historical accrual estimates have not been materially different from the actual costs. F - 12 TABLE OF CONTENTS REPLIMUNE GROUP, INC. NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued) (Amounts in thousands, except share and per share amounts) Patent costs All patent-related costs incurred in connection with filing and prosecuting patent applications are expensed as incurred due to the uncertainty about the recovery of the expenditure. Amounts incurred are classified as selling, general and administrative expenses. Stock-based compensation 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 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 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. 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 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. Under the program, a percentage of qualifying research and development expenses incurred by the Company’s subsidiary in the United Kingdom are reimbursed up to 16.2 %. Management has assessed the Company’s research and development activities and expenditures to determine which activities and expenditures are likely to be eligible under the research and development incentive program described above. At each period end, management estimates the reimbursement available to the Company based on available information at the time. The Company recognizes income from the research and development incentives when the relevant expenditure has been incurred, the associated conditions have been satisfied and there is reasonable assurance that the reimbursement will be received. The Company records these research and development incentives as other income. The research and development incentives receivable represents an amount due in connection with the above program. The Company recorded other income from research and development incentives of $ 1.8 million and $ 1.9 million during the years ended March 31, 2025 and 2024, respectively, in the consolidated statements of operations and a research and development incentives receivable of $ 3.7 million and $ 4.9 million as of March 31, 2025 and 2024, respectively, on the consolidated balance sheets. Comprehensive loss 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, 2025, comprehensive loss included $ 0.4 million of unrealized gains on short-term investments, net of tax, as well as $ 0.2 million of foreign currency translation gains. For the year ended March 31, 2024, comprehensive loss included $ 0.8 million of foreign currency translation losses. Income taxes 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 F - 13 TABLE OF CONTENTS REPLIMUNE GROUP, INC. NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued) (Amounts in thousands, except share and per share amounts) financial statements or in the Company’s tax returns. Deferred tax assets and liabilities are determined on the basis of the differences between the consolidated financial statements and tax basis of assets and liabilities using enacted tax rates in effect for the year in which the differences are expected to reverse. Changes in deferred tax assets and liabilities are recorded in the provision for income taxes. The Company assesses the likelihood that its deferred tax assets will be recovered from future taxable income and, to the extent it believes, based upon the weight of available evidence, that it is more likely than not that all or a portion of the deferred tax assets will not be realized, a valuation allowance is established through a charge to income tax provision. Potential for recovery of deferred tax assets is evaluated by estimating the future taxable profits expected and considering prudent and feasible tax planning strategies. The Company accounts for uncertainty in income taxes recognized in the consolidated financial statements by applying a two-step process to determine the amount of tax benefit to be recognized. First, the tax position must be evaluated to determine the likelihood that it will be sustained upon external examination by the taxing authorities. 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 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. Net income (loss) per share Basic net income (loss) per common share is computed by dividing the net income (loss) by the weighted average number of shares of common stock outstanding for the period. Diluted net income (loss) per common share is computed by dividing the diluted net income (loss) by the weighted average number of shares of common stock outstanding for the period, including potential dilutive common shares assuming the dilutive effect of common stock equivalents. 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. Recently Adopted Accounting Pronouncements In November 2023, the FASB issued ASU 2023-07, "Segment Reporting (Topic 280): Improvements to Reportable Segment Disclosures" which expands the disclosure requirements around significant expenses and other segment items, for entities with a single reportable segment, on an interim and annual basis. 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 adopted ASU 2023-07 during the year ended March 31, 2025. See Note 17 Segment Information in the accompanying notes to the consolidated financial statements for further detail. 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 2024, the FASB issued ASU-2024-03, Income Statement-Reporting Comprehensive Income-Expense Disaggregation Disclosures (Topic 220): Disaggregation of Income Statement Expenses. The ASU requires additional disclosures of the nature of the expenses included in the income statement, including disaggregation of the expense captions presented on the Consolidated Statements of Operations into specific categories. ASU No. 2024-03 is effective for fiscal years beginning after December 15, 2026, and for interim periods beginning after December 15, 2027 and allows for adoption on a prospective basis, with a retrospective option. Early adoption is permitted. The Company is currently evaluating the impact of the ASU on the Consolidated Financial Statement disclosures. 3. Fair value of financial assets and liabilities F - 14 TABLE OF CONTENTS REPLIMUNE GROUP, INC. NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued) (Amounts in thousands, except share and per share amounts) 3. Fair value of financial assets and liabilities (Continued) The following tables present information about the Company’s financial assets and liabilities measured at fair value on a recurring basis: Fair Value Measurements as of March 31, 2025 Using: Level 1 Level 2 Level 3 Total Cash equivalents: Money market funds $ — $ 89,879 $ — $ 89,879 Short-term investments: US Government Agency bonds — 84,804 — 84,804 US Treasury bonds — 287,881 — 287,881 $ — $ 462,564 $ — $ 462,564 Fair Value Measurements as of March 31, 2024 Using: Level 1 Level 2 Level 3 Total Cash equivalents: Money market funds $ — $ 41,077 $ — $ 41,077 Short-term investments: US Government Agency bonds — 199,821 — 199,821 US Treasury bonds — 146,390 — 146,390 $ — $ 387,288 $ — $ 387,288 The underlying securities held in the money market funds held by the Company are all government backed securities. During the years ended March 31, 2025 and 2024, there were no transfers between levels. Valuation of cash equivalents and short-term investments Money market funds, U.S. Treasury bonds and U.S. Government Agency bonds were valued by the Company using quoted prices in active markets for similar securities, which represent a Level 2 measurement within the fair value hierarchy. Cash equivalents consisted of money market funds at March 31, 2025 and March 31, 2024. 4. Short-term investments As of March 31, 2025 and 2024, the Company's available-for-sale investments by type, consisted of the following: March 31, 2025 Amortized cost Gross unrealized gains Gross unrealized losses Credit Losses Fair value US Government agency bonds $ 84,807 $ 15 $ ( 18 ) $ — $ 84,804 US Treasury bonds 287,570 334 ( 23 ) $ — 287,881 $ 372,377 $ 349 $ ( 41 ) $ — $ 372,685 March 31, 2024 Amortized cost Gross unrealized gains Gross unrealized losses Credit Losses Fair value US Government agency bonds $ 199,905 $ 33 $ ( 117 ) $ — $ 199,821 US Treasury bonds 146,417 11 ( 38 ) — 146,390 $ 346,322 $ 44 $ ( 155 ) $ — $ 346,211 As of March 31, 2025, available-for-sale securities consisted of investments that mature within one year, with the exception of certain U.S. Government agency bonds which had maturities between one and two years and an aggregate fair value of $ 24.8 million. As of March 31, 2024, available-for-sale securities consisted of investments that mature within one year. F - 15 TABLE OF CONTENTS REPLIMUNE GROUP, INC. NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Amounts in thousands, except share and per share amounts) 5. Property, plant and equipment, net Property, plant and equipment, net consisted of the following: March 31, 2025 March 31, 2024 Office equipment $ 1,812 $ 1,464 Computer equipment 2,206 1,975 Plant and laboratory equipment 10,877 10,423 Leasehold improvements 2,504 1,886 Capitalized software 8,089 3,515 Construction in progress 1,650 1,117 27,138 20,380 Less: Accumulated depreciation and amortization ( 13,399 ) ( 9,897 ) $ 13,739 $ 10,483 Depreciation and amortization expense was $ 3.5 million and $ 2.7 million for the years ended March 31, 2025 and 2024, respectively, and recorded within research and development and selling, general and administrative expenses in the consolidated statement of operations. 6. Accrued expenses and other current liabilities Accrued expenses and other current liabilities consisted of the following: March 31, 2025 March 31, 2024 Accrued research and development costs $ 19,606 $ 16,376 Accrued compensation and benefits costs 20,080 13,906 Accrued professional fees 161 369 Other 6,069 3,330 $ 45,916 $ 33,981 7. Long-term debt Hercules Loan Agreement On October 6, 2022, the Company entered into a Loan and Security Agreement (the “Loan Agreement”), with Hercules Capital, Inc., as administrative agent, collateral agent and as a lender (“Hercules”). 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 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 F - 16 TABLE OF CONTENTS REPLIMUNE GROUP, INC. NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued) (Amounts in thousands, except share and per share amounts) 7. Long-term debt (Continued) 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”). The outstanding principal balance of the Term Loan Facility bears interest payable in cash at a floating rate per annum equal to the greater of (i) 7.25 % and (ii) the sum of the Prime Rate (which is capped at 7.25 %) and 1.75 %. Accrued interest is payable monthly following the funding of each term loan advance. In addition, the principal balance of the Term Loan Facility will bear “payment-in-kind” interest at the rate of 1.50 % (“PIK Interest”), which PIK Interest will be added to the outstanding principal balance of the Term Loan Facility on each interest payment date. Borrowings under the Loan Agreement are repayable in monthly interest-only payments through September 2026. After the interest-only payment period, borrowings under the Loan Agreement are repayable in equal monthly payments of principal and accrued interest until October 2027. At the Company's option, the Company may prepay all or a portion of the outstanding borrowings, subject to a prepayment fee of 3.0 % of the principal amount if prepayment 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 the Company to maintain unrestricted cash in an amount not less than 35 % of the aggregate outstanding secured obligations under the Loan Agreement in accounts subject to a control agreement in favor of the Agent (the “Unrestricted Cash”) at all times commencing on January 1, 2024. 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: (1) achieve a minimum amount of trailing three-month net product revenue tested on a monthly basis, (2) maintain a market capitalization in excess of $ 1.2 billion and Unrestricted Cash in an amount no less than 50 % of the outstanding amount under the Term Loan Facility, or (3) maintain Unrestricted Cash in an amount no less than 85 % of the outstanding amount under the Term Loan Facility. The Company paid a $ 0.5 million facility charge and incurred debt issuance costs of $ 1.5 million upon closing of the Loan Agreement. The Loan Agreement also provides for a final payment, payable upon maturity or the repayment of the obligations in full or in part (on a pro rata basis), equal to 4.95 % of the aggregate principal amount of Term Loans advanced to the Borrower and repaid on such date, which is being accrued on the Company's consolidated balance sheet. As of March 31, 2025 and 2024, the amount accrued for the final payment was $ 1.0 million and $ 0.5 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 $ 0.9 million and $ 1.2 million were recorded in other assets as of March 31, 2025 and 2024, 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, 2025 and 2024 was $ 5.8 million and $ 4.5 million, respectively. The summary of obligations under the term loan as of March 31, 2025 and 2024 consisted of the following (in thousands): F - 17 TABLE OF CONTENTS REPLIMUNE GROUP, INC. NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued) (Amounts in thousands, except share and per share amounts) 7. Long-term debt (Continued) March 31, 2025 March 31, 2024 Principal loan balance $ 46,450 $ 45,749 Facility charge and diligence fee ( 201 ) ( 266 ) Unamortized issuance costs ( 901 ) ( 1,191 ) Accumulated end of term fee 1,029 517 Long term debt, net $ 46,377 $ 44,809 The annual principal payments by fiscal year due under the Loan Agreement as of March 31, 2025 were as follows: March 31, 2025 2026 — 2027 20,145 Thereafter 27,769 Total $ 47,914 The table of future payments of long-term debt excludes the end of term charge of $ 2.2 million, which is due upon the maturity of the loan. 8. Stockholders’ Equity Common stock As of March 31, 2025 and 2024, the Company’s certificate of incorporation, as amended and restated, authorized the Company to issue up to 150,000,000 shares of common stock, par value $ 0.001 per share. The Company had reserved for common stock for the exercise of outstanding stock options and the vesting of restricted share units, the number of shares remaining available for grant under the Company’s 2018 Omnibus Incentive Compensation Plan and the Company’s Employee Stock Purchase Plan (see Note 10) and the exercise of the outstanding warrants to purchase shares of common stock as follows: March 31, 2025 March 31, 2024 Stock options, issued and outstanding 10,214,878 8,652,256 Restricted and performance stock units 3,611,774 2,397,890 Stock options and restricted stock units, future issuance 2,119,283 2,284,141 Employee stock purchase plan, available for future grants 3,405,175 2,738,208 Pre-IPO warrants to purchase common stock 497,344 497,344 Pre-funded warrants 14,058,153 5,281,616 Total shares of common stock reserved for future issuance 33,906,607 21,851,455 Undesignated preferred stock As of March 31, 2025 and 2024, 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, 2025 and 2024. ATM program On August 3, 2023, the the Company and Leerink Partners LLC (the "Current Agent") entered into a sales agreement, which was subsequently amended on May 16, 2024, and on November 25, 2024 (as so amended, the "2023 Sales Agreement"). F - 18 TABLE OF CONTENTS REPLIMUNE GROUP, INC. NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued) (Amounts in thousands, except share and per share amounts) 8. Stockholders’ Equity (Continued) Under the 2023 Sales Agreement, the Company may sell, from time to time, at its option, up to an aggregate of $ 89.0 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 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 years ended March 31, 2025 and 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 On June 14, 2024, the Company completed a private placement transaction (the "Private Placement") pursuant to which the Company sold (a) 5,668,937 shares of the Company's common stock, at an offering price of $ 8.82 , and (b) in lieu of common stock to certain investors, pre-funded warrants to purchase 5,669,578 shares of the Company's common stock at an offering price of $ 8.819 per warrant (the "June 2024 Pre-Funded Warrants"). The Company received aggregate net proceeds in the Private Placement of approximately $ 96.7 million after deducting placement agent fees and other offering expenses payable by the Company of approximately $ 3.3 million. On November 25, 2024, the Company completed a public offering of (a) 8,538,377 shares of the Company’s common stock, inclusive of the Underwriters fully exercised 30-day option to purchase up to 1,615,377 additional shares of the Company's common stock at a public offering price of $ 13.00 per share, and (b) pre-funded warrants to purchase 3,846,184 shares of the Company’s common stock at a public offering price of $ 12.9999 per warrant (the "December 2024 Pre-Funded Warrants"). The Company received aggregate net proceeds of approximately $ 156.0 million after deducting fees and expenses of approximately $ 5.0 million. 9 . Pre-funded Warrants The Company's pre-funded warrants are exercisable at any time after the date of issuance. Unless otherwise modified by a holder of a pre-funded warrant, no holder may exercise a pre-funded warrant (i) if such holder, together with its affiliates, would beneficially own more than 9.99 % (or, in the case of the December 2024 Pre-Funded Warrants, 4.99 %) of the number of shares of our common stock outstanding immediately after giving effect to such exercise, or (ii) if the combined voting power of our securities beneficially owned by such holder, together with its affiliates, would exceed 9.99 % (or, in the case of the December 2024 Pre-Funded Warrants, 4.99 %) of the combined voting power of all of our securities then outstanding immediately after giving effect to the exercise of such pre-funded warrants, as such percentage ownership is determined in accordance with the terms of the pre-funded warrants.. A holder of the June 2024 Pre-funded Warrants may increase or decrease this percentage to any other percentage not in excess of 9.99 %, whereas a holder of the Company's other Pre-funded Warrants, may increase or decrease this percentage up to 19.99 %, in each case, by providing at least 61 days’ prior notice to the Company. The 14,058,153 shares of the Company's common stock underlying the pre-funded warrants issued by the Company are not included in the number of issued and outstanding shares of the Company’s common stock 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. F - 19 During the year ended March 31, 2025, a holder of the Company's pre-funded warrants exercised 739,225 of its pre-funded warrants for an exercise price of $ 0.0001 per pre-funded warrant and the Company issued 739,225 shares of Common Stock in exchange thereof. 10. Stock-based compensation Stock-based compensation expense The following table summarizes the classification of stock-based compensation expense in the consolidated statements of operations for the years ended March 31, 2025 and 2024 as follows: Year ended March 31, 2025 2024 Research and development $ 18,439 $ 14,745 Selling, general and administrative 16,605 19,380 $ 35,044 $ 34,125 The following table summarizes stock-based compensation expense by award type for the years ended March 31, 2025 and 2024 as follows: Year ended March 31, 2025 2024 Stock options $ 19,885 $ 21,594 Restricted and performance stock units 15,159 12,531 $ 35,044 $ 34,125 2015 Enterprise Management Incentive Share Option Plan The 2015 Enterprise Management Incentive Share Option Plan of Replimune UK (the “2015 Plan”) provided for Replimune UK to grant incentive stock options, non-statutory stock options, stock awards, stock units, stock appreciation rights and other stock-based awards. Incentive stock options are granted only to the Company’s employees, including officers and directors who are also employees. Non-statutory stock options are granted to employees, members of the board of directors, outside advisors and consultants of the Company. 2017 Equity Compensation Plan In July 2017, in conjunction with reorganization by Replimune Limited, pursuant to which each shareholder thereof exchanged their outstanding shares in Replimune Limited for shares in Replimune Group, Inc., on a one -for-one basis (the "Reorganization"), the 2015 Plan was terminated, and all awards were cancelled with replacement awards issued under the 2017 Equity Compensation Plan (the “2017 Plan”). Subsequent to the Reorganization, no additional grants have been or will be made under the 2015 Plan and any outstanding awards under the 2015 Plan have continued, and will continue with their original terms. 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. 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. Incentive stock options were granted under the 2017 Plan only to the Company’s employees, including officers and directors who were also employees. Restricted stock awards and non-statutory stock options were granted under the 2017 Plan to employees, officers, members of the board of directors, advisors and consultants of the Company. The maximum number of common shares that may be issued under the 2017 Plan was 2,659,885 , of which no ne remained available for future grants as of March 31, 2025. Shares with respect to which awards have expired, terminated, surrendered or cancelled under the 2017 Plan without having been fully exercised will be available for future awards under the 2018 Plan referenced below. In addition, shares of common stock that are tendered to F - 20 TABLE OF CONTENTS REPLIMUNE GROUP, INC. NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued) (Amounts in thousands, except share and per share amounts) 10. Stock-based compensation (Continued) the Company by a participant to exercise an award are added to the number of shares of common stock available for the grant of awards. 2018 Omnibus Incentive Compensation Plan On July 9, 2018, the Company’s board of directors adopted, and the Company’s stockholders approved the 2018 Omnibus Incentive Compensation Plan (the “2018 Plan”), which became effective immediately prior to the effectiveness of the registration statement for the Company’s initial public offering. The 2018 Plan provides for the issuance of incentive stock options, non-qualified stock options, stock awards, stock units, stock appreciation rights and other stock-based awards. The number of shares initially reserved for issuance under the 2018 Plan is 3,617,968 shares. If any options or stock appreciation rights, including outstanding options and stock appreciation rights granted under the 2017 Plan (up to 2,520,247 shares), terminate, expire, or are canceled, forfeited, exchanged, or surrendered without having been exercised, or if any stock awards, stock units or other stock-based awards, including outstanding awards granted under the 2017 Plan, are forfeited, terminated, or otherwise not paid in full in shares of common stock, the shares of the Company’s common stock subject to such grants will be available for purposes of our 2018 Plan. 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 14,058,153 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, 2024, the number of shares reserved for issuance under the 2018 Plan automatically increased by 2,667,868 shares pursuant to the terms of the 2018 Plan and based on total number of shares of Company stock outstanding on March 31, 2024. As of March 31, 2025, 2,119,283 shares remained available for future grants under the 2018 Plan. The 2015 Plan, the 2017 Plan and the 2018 Plan are administered by the board of directors or, at the discretion of the board of directors, by a committee of the board of directors. However, the board of directors shall administer and approve all grants made to non-employee directors. The exercise prices, vesting and other restrictions are determined at the discretion of the board of directors, except that the exercise price per share of incentive stock options may not be less than 100 % of the fair market value of the common stock on the date of grant (or 110 % of fair value in the case of an award granted to employees who hold more than 10% of the total combined voting power of all classes of stock at the time of grant) and the term of stock options may not be greater than five years for an incentive stock option granted to a 10% stockholder and greater than ten years for all other options granted. Stock options awarded under both plans expire ten years after the grant date, unless the board of directors sets a shorter term. Vesting periods for both plans are determined at the discretion of the board of directors. 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 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 January 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 become vested upon the achievement of the approval of the Company's first Biologics Licnese Application ("BLA") for RP1 by the Food and Drug Administration ("FDA") no later than June 30, 2026, and the expense recognized for these awards is based on the grant date fair value of the Company's common stock multiplied by the number of units granted. The timing of recognition of this stock-based compensation expense commences upon our determination that the related performance conditions are considered probable of being achieved. The Company granted 246,110 PSUs under the 2018 Plan during the year ended March 31, 2025. If the Company does not achieve the approval of the Company's first BLA for RP1 before the expiration of June 30, 2026 then no PSU will be earned or vested. Employee Stock Purchase Plan On July 9, 2018, the Company’s board of directors adopted and the Company’s stockholders approved the Employee Stock Purchase Plan (the “ESPP”), which became effective immediately prior to the effectiveness of the registration statement for the Company’s IPO. The total shares of common stock initially reserved for issuance under the ESPP is limited to 348,612 shares. In addition, as of the first trading day of each fiscal year during the term of the ESPP (excluding any extensions), an additional F - 21 TABLE OF CONTENTS REPLIMUNE GROUP, INC. NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued) (Amounts in thousands, except share and per share amounts) 10. 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 14,058,153 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, 2024, the number of shares reserved for issuance under the ESPP automatically increased by 666,967 , for a total of 3,405,175 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. The Company’s ESPP is not currently active. Out-of-Plan Inducement Grant From time to time, the Company grants equity awards to newly hired employees and executives as an 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. 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 grants are included in the stock option and RSU award tables below. During the years ended March 31, 2025 and 2024, the Company granted 267,835 and 125,000 nonqualified stock options to purchase shares of the Company's common stock, respectively, and 404,030 and 83,330 restricted stock units, respectively, under employment inducement grants. Stock option valuation The fair value of stock option grants is estimated 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 determined by reference to the U.S. Treasury yield curve in effect at the time of grant of the award for a period that approximates the expected term of the option, and our expected dividend yield. The expected stock volatility is based on Replimune's historical share price volatility. The expected term of stock options granted to non-employees is equal to the contractual term of the option award. Expected dividend yield is based on the fact that the Company has never paid cash dividends and does not expect to pay any cash dividends in the foreseeable future. For options with service-based vesting conditions, the expected term of the Company's stock options has been determined utilizing the "simplified" method for awards that qualify as "plain-vanilla" options. Forfeitures are accounted for as they occur. The fair value of each RSU and PSU is estimated on the date of grant based on the fair value of our common stock on that same date 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: Year ended March 31, 2025 2024 Risk-free interest rate 4.35 % 3.75 % Expected term (in years) 6.0 6.0 Expected volatility 76.3 % 74.2 % Expected dividend yield 0 % 0 % F - 22 TABLE OF CONTENTS REPLIMUNE GROUP, INC. NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued) (Amounts in thousands, except share and per share amounts) 10. Stock-based compensation (Continued) Stock options A summary of stock option activity under the Company’s equity incentive plans for the year ended March 31, 2025 is as follows: Number of Shares Weighted Average Exercise Price Weighted Average Contractual Term (Years) Aggregate Intrinsic Value Outstanding as of March 31, 2024 8,652,256 $ 16.94 6.61 $ 5,748 Granted 2,191,911 8.51 Exercised ( 84,261 ) 3.17 Cancelled ( 545,028 ) 17.33 Outstanding as of March 31, 2025 10,214,878 15.22 6.24 $ 10,652 Options exercisable as of March 31, 2025 6,704,895 $ 16.82 4.99 $ 7,059 Options vested and expected to vest as of March 31, 2025 10,214,878 $ 15.22 6.24 $ 10,652 As of March 31, 2025, there was $ 23.9 million of unrecognized compensation cost related to unvested common stock options, which is expected to be recognized over a weighted average period of 2.5 years. The weighted average grant-date fair value of stock options granted during the years ended March 31, 2025 and 2024 was $ 5.91 and $ 11.41 , respectively. The aggregate intrinsic value of stock options exercised during the years ended March 31, 2025 and 2024 was $ 0.5 million and $ 1.4 million, respectively. 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 vice president 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. If the Company does not achieve the approval of the Company's first BLA for RP1 before the expiration of June 30, 2026 then no PSU will be earned or vested. The grant date fair value for the PSUs is determined based on the market price of the Company's common stock on the grant date and is recognized over the requisite service period if and when the achievement of such performance condition is determined to be probable by the Company. The Company reassesses the probability of achieving the performance condition at each reporting period. As of March 31, 2025, the Company has not recognized any expense related to PSUs. A summary of the changes in the Company’s RSUs and PSUs during the year ended March 31, 2025 is as follows: Number of Shares Weighted Average Grant Date Fair Value Outstanding as of March 31, 2024 2,397,890 $ 17.97 Granted 2,153,237 8.83 Vested ( 639,119 ) 21.07 Cancelled ( 300,234 ) 12.84 Outstanding as of March 31, 2025 3,611,774 $ 12.40 As of March 31, 2025, there was $ 28.3 million of total unrecognized compensation cost related to unvested restricted stock units which vest over time, which primarily will be recognized over a weighted-average period of 2.3 years. In addition, the Company has unrecognized expense of approximately $ 4.5 million related to performance based awards with vesting tied to the achievement of a company milestone. 11. Net loss per share F - 23 TABLE OF CONTENTS REPLIMUNE GROUP, INC. NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued) (Amounts in thousands, except share and per share amounts) 11. Net loss per share (Continued) 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): Year ended March 31, 2025 2024 Numerator: Net loss $ ( 247,297 ) $ ( 215,794 ) Denominator: Weighted average common shares outstanding, basic and diluted 80,564,147 66,569,894 Net loss per share, basic and diluted $ ( 3.07 ) $ ( 3.24 ) The 14,058,153 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, unvested restricted and performance stock units and warrants to purchase shares of common stock that resulted from the conversion of warrants to purchase shares of seed preferred stock existing before the Company's IPO, 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: Year ended March 31, 2025 2024 Options to purchase common stock 10,214,878 8,652,256 Unvested restricted and performance stock units 3,611,774 2,397,890 Warrants to purchase common stock 497,344 497,344 14,323,996 11,547,490 12. Significant agreements Agreement with Bristol-Myers Squibb Company 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, 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 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. Unless earlier terminated, the agreement will remain in effect until (i) the completion of the clinical trial, (ii) all related clinical trial data have been delivered to both parties and (iii) the completion of any statistical analyses and bioanalyses contemplated by the clinical trial protocol or any analysis otherwise agreed upon by the parties. 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 nivolumab in the clinical trial will terminate. F - 24 TABLE OF CONTENTS REPLIMUNE GROUP, INC. NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued) (Amounts in thousands, except share and per share amounts) 12. Significant agreements (Continued) 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. Roche 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 continued to supply its currently approved drugs, atezolizumab and bevacizumab for the 2L cohort in HCC but is not sharing costs following the Company's re-prioritization. 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, 2025 and 2024, the Company did not make any payments to Roche under the terms of the agreement. The Company did no t record any offset to research and development expenses during the year ended March 31, 2025, and the Company recorded $ 2.7 million as an offset to research and development expenses during the years ended March 31, 2024. During the years ended March 31, 2025 and 2024, the Company received payments under the terms of the agreement from Roche of $ 1.8 million and $ 1.7 million, respectively. As of March 31, 2025, the Company had no receivables recorded from Roche in connection with this agreement. As of March 31, 2024, the Company had $ 1.8 million in receivables recorded from Roche. Amgen 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. 13. Commitments and contingencies Leases The Company leases real estate assets and equipment, and determination if an arrangement is a lease occurs at inception. For leases with terms greater than 12 months, the Company records a related right-of-use (“ROU”) asset and lease liability at the present value of lease payments over the term. Many leases include fixed rental escalation clauses, renewal options and/or termination options that are factored into the determination of lease payments when appropriate. The Company’s leases do not provide an implicit rate, and thus the Company estimated the incremental borrowing rate in calculating the present value of the lease payments. The Company has elected not to record a ROU asset and lease obligation for short-term leases (with terms less than 12 months) or separate non-lease components from associated lease components for its real estate lease assets. As a result, all contract consideration is allocated to the single lease component. 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. Lease expense for minimum lease payments is F - 25 TABLE OF CONTENTS REPLIMUNE GROUP, INC. NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued) (Amounts in thousands, except share and per share amounts) 13. Commitments and contingencies (Continued) recognized on a straight-line basis based on the fixed components of a lease arrangement. The Company amortizes this expense over the term of the lease beginning with the date of initial possession, which is the date the Company can enter the leased space and begin to make improvements in preparation for its intended use. Variable lease components represent amounts that are not fixed in nature and are not tied to an index or rate, and are recognized as incurred. The table below presents the lease-related costs which are included in the consolidated statements of operations for the years ended as of March 31, 2025 and 2024: Year ended March 31, 2025 2024 Lease cost Finance lease costs: Amortization of right-to-use asset $ 2,428 $ 2,428 Interest on lease liabilities 2,118 2,163 Operating lease costs 1,129 1,122 Total lease cost $ 5,675 $ 5,713 The following table summarizes the classification of lease costs in the consolidated statement of operations for the years ended March 31, 2025 and 2024 as follows: Year ended March 31, 2025 2024 Finance Lease Costs Research and development $ 2,428 $ 2,428 Other income, net 2,118 2,163 Operating Lease Costs Research and development 877 911 Selling, general and administrative 252 211 Total lease cost $ 5,675 $ 5,713 The following table summarizes the maturity of the Company’s lease liabilities on an undiscounted cash flow basis and a reconciliation to the operating and financing lease liabilities recognized on our balance sheet as of March 31, 2025: March 31, 2025 Operating leases Financing lease Total 2026 $ 1,184 $ 2,799 $ 3,983 2027 1,149 2,883 4,032 2028 1,096 2,969 4,065 2029 1,013 3,058 4,071 2030 579 3,096 3,675 Thereafter 361 28,899 29,260 Total lease payments 5,382 43,704 49,086 Less: interest 1,122 18,176 19,298 Total lease liabilities $ 4,260 $ 25,528 $ 29,788 F - 26 TABLE OF CONTENTS REPLIMUNE GROUP, INC. NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued) (Amounts in thousands, except share and per share amounts) 13. Commitments and contingencies (Continued) The following table provides lease disclosure as of and for the year ended March 31, 2025: March 31, 2025 March 31, 2024 Leases Right-to-use operating lease asset $ 3,998 $ 4,635 Right-to-use finance lease asset 34,808 37,237 Total lease assets $ 38,806 $ 41,872 Operating lease liabilities, current $ 1,184 $ 1,161 Finance lease liabilities, current 2,799 2,718 Operating lease liabilities, non-current 3,076 3,771 Finance lease liabilities, non-current 22,729 23,410 Total lease liabilities $ 29,788 $ 31,060 Other information Cash paid for amounts included in the measurement of lease liabilities: Operating cash flows from operating leases $ 1,167 $ 1,059 Operating cash flows from finance leases $ 2,118 $ 2,163 Financing cash flows from finance leases $ 599 $ 476 Right-to-use asset obtained in exchange for new operating lease liabilities $ — $ 0 Weighted-average remaining lease term – operating leases 4.7 years 5.6 years Weighted-average remaining lease term – financing leases 14.3 years 15.3 years Weighted-average discount rate – operating leases 10.4 % 10.3 % Weighted-average discount rate – financing leases 8.3 % 8.3 % The va riable lease costs and short-term lease costs were insignificant for the years ended March 31, 2025 and 2024, respectively. Manufacturing commitments The Company has entered into an agreement with a contract manufacturing organization to provide clinical trial products. As of March 31, 2025 and 2024, the Company had committed to minimum payments under these arrangements totaling $ 0.8 million and $ 0.9 million. Indemnification agreements In the ordinary course of business, the Company may provide indemnification of varying scope and terms to vendors, lessors, business partners and other parties with respect to certain matters including, but not limited to, losses arising out of breach of such agreements or from intellectual property infringement claims made by third parties. In addition, the Company has entered into indemnification agreements with members of its executive management team and its board of directors that will require the Company, among other things, to indemnify them against certain liabilities that may arise by reason of their status or service as directors or officers. The maximum potential amount of future payments the Company could be required to make under these indemnification agreements is, in many cases, unlimited. To date, the Company has not incurred any material costs as a result of such indemnifications. The Company is not aware of any claims under indemnification arrangements, and therefore it has not accrued any liabilities related to such obligations in its consolidated financial statements as of March 31, 2025 or 2024. Legal proceedings The Company is not a party to any litigation and does not have contingency reserves established for any litigation liabilities. 14. Benefit plans F - 27 TABLE OF CONTENTS REPLIMUNE GROUP, INC. NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued) (Amounts in thousands, except share and per share amounts) The Company established a defined-contribution savings plan under Section 401(k) of the Code (the “401(k) Plan”). The 401(k) Plan covers substantially all employees who meet minimum age and service requirements and allows participants to defer a portion of their annual compensation on a pre-tax basis. Matching contributions to the 401(k) Plan may be made at the discretion of the Company’s board of directors. During the years ended March 31, 2025 and 2024, the Company made contributions totaling $ 2.4 million and $ 2.1 million, respectively, to the 401(k) Plan. We provide a pension contribution plan for our employees in the United Kingdom, pursuant to which we match our employees’ contributions each year in amounts up to 8 % of their annual base salary. 15. Income taxes Loss before income taxes for the years ended March 31, 2025 and 2024 were as follows: Year ended March 31, 2025 2024 United States ( 25,870 ) ( 19,367 ) United Kingdom ( 220,959 ) ( 196,019 ) Total $ ( 246,829 ) $ ( 215,386 ) During the year ended March 31, 2025 and 2024, the Company recorded an income tax provision of $ 0.5 million and $ 0.4 million, respectively, related to U.S. current taxes primarily due to the transfer pricing arrangement between the U.S. and the U.K., as well as unfavorable adjustments related to stock compensation, resulting in U.S. taxable income partially reduced by certain prior year available net operating losses and U.S. tax partially reduced by certain credits. 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, 2025 and 2024, 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. The Company’s assessment is based on the weight of available evidence, including cumulative losses since inception and expected future losses and, as such, the Company does not believe it is more likely than not that the deferred tax assets will be realized. Accordingly, a full valuation allowance was maintained as of March 31, 2025 and 2024. A reconciliation of the U.S. federal statutory income tax rate to the Company’s effective tax rate for the years ended March 31, 2025 and 2024 is as follows: Year Ended March 31, 2025 2024 U.S. federal statutory income tax rate ( 21.0 ) % ( 21.0 ) % State taxes, net of federal benefit ( 0.5 ) % ( 0.3 ) % Research and development ( 1.6 ) % 0.7 % Stock compensation 1.2 % 3 % Foreign tax rate differential ( 3.6 ) % ( 3.6 ) % Change in tax rates 0.4 % — % Change in valuation allowance 24.3 % 21.4 % Other 1.0 % 0.0 % 0.2 % 0.2 % F - 28 TABLE OF CONTENTS REPLIMUNE GROUP, INC. NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued) (Amounts in thousands, except share and per share amounts) 15. Income taxes (Continued) Components of the Company’s deferred tax assets as of March 31, 2025 and 2024 were as follows: Year Ended March 31, 2025 2024 Deferred tax assets: Net operating loss carryforwards $ 192,909 $ 141,911 Research and development credits 2,676 — Property, plant and equipment 4,596 4,706 Capitalized start-up costs 1,014 1,199 Stock compensation 16,478 13,798 Accrued expenses 6,397 3,221 Lease liability 7,318 7,938 Other — 39 Total deferred tax assets 231,388 172,812 Valuation allowance ( 221,629 ) ( 161,890 ) Net deferred tax assets 9,759 10,922 Deferred tax liabilities: Right of use asset ( 9,698 ) ( 10,922 ) Other ( 61 ) — Total deferred tax liabilities ( 9,759 ) ( 10,922 ) Net deferred tax assets (liabilities) $ — $ — As of March 31, 2025, the Company had U.S. federal operating loss carryforwards of approximately $ 15.9 million, which can be carried forward indefinitely subject to 80% limitation of taxable income when utilized. As of March 31, 2025, the Company had U.S. state net operating loss carryforwards of $ 54.4 million before gross unrecognized tax benefits from uncertain tax positions, which will begin to expire in 2040. As of March 31, 2025, the Company had U.K. net operating loss carryforwards of approximately $ 737.6 million, which can be carried forward indefinitely. Such U.S. federal and state, as well as U.K., net operating loss carryforwards are based on tax returns filed and does not reflect gross unrecognized tax benefits from uncertain tax positions in the U.S. and offsetting positions in the U.K. related to the transfer pricing arrangement between the U.S. and the U.K. As of March 31, 2025, the Company had U.S. federal research and development credit carryforwards of approximately $ 5.4 million before gross unrecognized tax benefits from uncertain tax positions, which begin to expire in 2041. Additionally, the Company has state research and development credit carryforwards of approximately $ 1.5 million before gross unrecognized tax benefits from uncertain tax positions, which will begin to expire in 2036. Utilization of the U.S. federal and state net operating loss as well as research and development credit carryforwards may be subject to a substantial annual limitation under Sections 382 and 383 of the Internal Revenue Code of 1986, as amended, and corresponding provisions of state law, due to ownership changes that have occurred previously or that could occur in the future. These ownership changes may limit the amount of net operating loss as well as research and development credit carryforwards that can be utilized annually to offset future taxable income and tax, respectively. The Company has completed a study through March 31, 2025 and determined that an ownership change occurred on July 19, 2018. Due to the ownership change, the utilization of certain net operating loss as well as research and development credit carryforwards to offset future taxable income and tax are limited; however, none of the net operating loss as well as research and development credits are expected to expire unutilized. F - 29 TABLE OF CONTENTS REPLIMUNE GROUP, INC. NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued) (Amounts in thousands, except share and per share amounts) 15. Income taxes (Continued) Changes in the valuation allowance for deferred tax assets during the years ended March 31, 2025 and 2024 related primarily to the increase in net operating loss carryforwards were as follows: Year Ended March 31, 2025 2024 Valuation allowance as of beginning of year $ 161,890 $ 113,889 Increases recorded to income tax provision 59,848 45,941 (Decreases) increases recorded to equity ( 109 ) 2,060 Valuation allowance as of end of year $ 221,629 $ 161,890 Changes in the Company's gross unrecognized tax benefits from uncertain tax positions, excluding interest and penalties, consisted of the following: Year Ended March 31, 2025 2024 Unrecognized tax benefits - beginning of year $ 8,667 $ 8,757 Increases for tax positions taken during current years 921 — Increases (decreases) for tax positions taken during prior years 855 ( 90 ) Unrecognized tax benefits - end of year $ 10,443 $ 8,667 The Company's unrecognized tax benefits primarily relate to the Company's transfer pricing arrangement between the U.S. and the U.K. and the impacts to the Company’s net operating loss as well as research and development credit carryforwards. The Company's unrecognized tax benefits, if recognized, would not have a material impact to the Company's effective tax rate and income tax provision due to the Company's full valuation allowance. As of March 31, 2025 and 2024, the Company had not accrued interest or penalties related to uncertain income tax positions. The Company files U.S. federal and state as well as U.K. income tax returns. In the normal course of business, the Company is subject to examination by U.S. federal and state as well as U.K. jurisdictions, where applicable. There are currently no pending income tax examinations. The Company is open to future U.S. federal income tax examination from 2021 to the present and in the U.K. from 2023 to the present. Although, carryforward attributes from earlier years may still be adjusted upon examination if they either have been used in an open year or will be used in a future period. As of March 31, 2025 and 2024, income taxes on outside basis differences, primarily related to undistributed earnings, of the Company’s subsidiary have not been provided for as the Company intends to indefinitely reinvest its outside basis differences, and the undistributed earnings were in a cumulative and overall deficit. 16. Geographic information The Company operates in two geographic regions: the United States (Massachusetts) and the United Kingdom (Oxfordshire). Information about the Company’s long-lived assets held in different geographic regions is presented in the tables below: March 31, 2025 March 31, 2024 United States $ 12,820 $ 8,992 United Kingdom 919 1,491 $ 13,739 $ 10,483 17. Segment Information F - 30 TABLE OF CONTENTS REPLIMUNE GROUP, INC. NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued) (Amounts in thousands, except share and per share amounts) 17. Segment information (Continued) The Company manages its operations as a single operating and reportable segment with a focus on developing and commercializing novel oncolytic immunotherapies in order to treat cancer. The Company defines its segments on the basis of the way in which internally reported financial information is regularly reviewed to analyze financial performance and make operating decisions. The Company’s Chief Operating Decision Maker ("CODM") is Sushil Patel, the Chief Executive Officer. The CODM reviews consolidated operating results, and uses the Company's consolidated net income (loss), in order to monitor actual results as compared to the budget, and to determine how best to allocate the Company's operating and capital resources, specifically as it relates to the Company's development programs. The following table presents selected financial information with respect to the Company's single operating segment, including significant segment expenses by program, for the years ended March 31, 2025 and 2024: Year Ended March 31, 2025 2024 Operating expenses: (Amounts in thousands) Direct research and development expenses by program: RP1 program costs by study: IGNYTE 14,620 16,641 ARTACUS 6,934 6,198 CERPASS 7,276 16,165 IGNYTE-3 7,183 2,042 Other RP1 study costs 10,863 10,446 RP2 12,043 10,701 RP3 4,948 13,162 Unallocated research and development expenses¹: 125,580 99,608 Selling, general and administrative 72,180 59,810 Total operating expenses 261,627 234,773 Loss from operations ( 261,627 ) ( 234,773 ) Other income (expense), net 14,798 $ 19,387 Loss before income taxes $ ( 246,829 ) $ ( 215,386 ) Income tax provision 468 408 Net loss ( 247,297 ) ( 215,794 ) 1 Includes personnel-related costs and other costs 1 F - 31 TABLE OF CONTENTS Exhibit index Exhibit Number Exhibit Description Incorporated by Reference Form Date Number 3.1 Third Amended and Restated Certificate of Incorporation of the Registrant (conformed to include the Certificate of Amendment to the Third Amended and Restated Certificate of Incorporation filed on September 9, 2019). 10-K June 3, 2020 3.1 3.2 Amended and Restated By-laws of the Registrant. 8-K July 24, 2018 3.2 4.1 Form of Common Stock Certificate of the Registrant. S-1/A July 10, 2018 4.1 4.2 Amended and Restated Investors’ Rights Agreement, dated July 10, 2017, by and among the Registrant and the investors set forth therein. S-1 June 22, 2018 4.2 4.3* Description of the Registrant’s Securities registered pursuant to Section 12 of the Securities Exchange Act of 1934. 4.4 Form of Pre-Funded Warrant (2019). 8-K November 18, 2019 4.1 4.5 Form of Pre-Funded Warrant (2020). 8-K June 10, 2020 4.1 4.6 Form of Pre-Funded Warrant (2022) 8-K December 12, 2022 4.1 4.7 F orm of Pre-Funded Warrant (June 2024) 8-K June 13, 2024 4.1 4.8 F orm of Pre-Funded Warrant ( D ec ember 2024) 8-K/A December 4, 2024 4.1 4.9 Form of Indenture to be entered into between the Registrant and a trustee acceptable to the Registrant. S-3 August 3, 2023 4.7 10.1† Form of Indemnification Agreement by and between the Registrant and its directors and officers. S-1/A July 10, 2018 10.1 10.2† 2017 Equity Compensation Plan and Sub-Plan for U.K. Employees and forms of agreements thereunder. S-1/A June 26, 2018 10.2 10.3† 2018 Omnibus Incentive Compensation Plan and Sub-Plan for U.K. Employees and forms of agreements thereunder. 10-K May 19, 2022 10.3 10.4† Form of Performance Stock Unit Award Agreement under 2018 Omnibus Incentive Compensation Plan for U.S. Employees. 10-K May 16, 2024 10.4 10.5† Form of Performance Stock Unit Award Agreement under 2018 Omnibus Incentive Compensation Plan and Sub-Plan for U.K. Employees. 10-K May 16, 2024 10.5 10.6† Form of Inducement Stock Option Grant Agreement. 10-K May 16, 2024 10.6 10.7† Form of Inducement Restricted Stock Unit Grant Agreement. 10-K May 16, 2024 10.7 10.8† Employee Stock Purchase Plan. S-1/A July 10, 2018 10.4 10.16 Lease, dated as of April 1, 2016, by and between Cummings Properties, LLC and the Registrant. S-1 June 22, 2018 10.8 10.17 Lease, dated as of April 4, 2016, by and between MEPC Milton Park No. 1 Limited and MEPC Milton Park No. 2 Limited, and Replimune Limited. S-1 June 22, 2018 10.9 10.18 Deed of Variation, dated June 29, 2020, by and among MEPC Milton Park No. 1 Limited and MEPC Milton Park No. 2 Limited, and Replimune Limited. 10-Q August 7, 2020 10.3 10.19‡ Clinical Trial Collaboration and Supply Agreement, dated as of February 26, 2018, by and between Bristol-Myers Squibb Company and the Registrant. S-1/A July 10, 2018 10.12 TABLE OF CONTENTS Exhibit Number Exhibit Description Incorporated by Reference Form Date Number 10.20‡ Master Clinical Trial Collaboration and Supply Agreement, dated as of May 29, 2018, by and between Regeneron Pharmaceuticals, Inc. and the Registrant. S-1/A July 17, 2018 10.13 10.21 Indenture of Lease, dated as of June 22, 2018, by and between CRP/King 33 NY Ave. Owner, L.L.C. and the Registrant. S-1 June 22, 2018 10.12 10.22 Lease, dated as of June 7, 2019, by and between ND/CR Unicorn LLC and the Registrant. 8-K June 13, 2019 10.1 10.24 Clinical Trial Collaboration and Supply Agreement (RP-2), dated as of April 12, 2019, by and between Bristol-Myers Squibb Company and Replimune, Inc. 10-K June 3, 2020 10.22 10.25 Lease Agreement, dated as of October 29, 2021, by and among Replimune Limited, MEPC Milton Park No. 1 Limited, and MEPC Milton Park No. 2 Limited. 10-Q February 3, 2022 10.3 10.26* Lease Agreement, dated as of March 23, 2023, by and among Replimune Limited, MEPC Milton Park No. 1 Limited, and MEPC Milton Park No. 2 Limited. 10-K May 18, 2023 10.34 10.28 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 10-Q February 8, 2024 10.1 10.29† Employment Agreement, dated as of December 1, 2022, by and between Konstantinos Xynos and Replimune, Inc. 10-Q February 9, 2023 10.2 10.30† Amendment to Amended and Restated Employment Agreement, dated as of December 30, 2022, by and between Sushil Patel and Replimune, Inc. 10-Q February 9, 2023 10.3 10.31† Employment Agreement, dated as of December 30, 2022, by and between Christopher Sarchi and Replimune, Inc. 10-Q February 9, 2023 10.4 10.32† Employment Agreement, dated as of August 31, 2023, by and between Emily Hill and Replimune, Inc. 10-Q November 7, 2023 10.1 10.33† Second Amended and Restated Employment Agreement, dated as of March 25, 2024, by and between Replimune, Inc. and Sushil Patel. 10-K May 16, 2024 10.33 10.34† Second Amended and Restated Employment Agreement, dated as of March 25, 2024, by and between Replimune, Inc. and Philip Astley-Sparke. 10-K May 16, 2024 10.34 10.35† Separation and Transition Agreement, dated as of March 25, 2024, by and between Robert Coffin and Replimune, Inc. 10-K May 16, 2024 10.35 10.36† Consulting Agreement, dated as of March 25, 2024, by and between Robert Coffin and Replimune, Inc. 10-K May 16, 2024 10.36 10.37† Separation Agreement and Release, dated as of May 18, 2023 by and between Jean Franchi and Replimune, Inc. 10-Q August 3, 2023 10.2 10.39† Separation Agreement and Release, dated as of March 26, 2024, by and between Pamela Esposito and Replimune, Inc. 10-K May 16, 2024 10.39 10.40† Consulting Agreement, dated as of March 26, 2024, by and between Pamela Esposito and Replimune, Inc. 10-K May 16, 2024 10.40 10.41† Separation Agreement and Release, dated as of March 31, 2024, by and between Tanya Lewis and Replimune, Inc. 10-K May 16, 2024 10.41 10.42† Consulting Agreement, dated as of March 31, 2024, by and between Tanya Lewis and Replimune, Inc. 10-K May 16, 2024 10.42 10.43† Form of U.K. Inducement Stock Option Grant Agreement 10-Q November 12, 2024 10.1 10.44† F or m of U.K. Inducement Restricted Stock Unit Grant Agreement 10-Q November 12, 2024 10.2 10.45† Executive Severance Plan for Chief-Level Executives 10-Q November 12, 2024 10.3 TABLE OF CONTENTS Exhibit Number Exhibit Description Incorporated by Reference Form Date Number 10.46 Securities Purchase Agreement, dated June 12, 2024, by and among Replimune Group, Inc. and each of the investors as party thereto 8-K June 13, 2024 10.1 10.47 F orm of Registration Rights Agreement 8-K June 13, 2024 10.2 10.48 Registration Rights Agreement, dated March 5, 2025, by and among Replimune Group, Inc. and 667, L.P. and Baker Brothers Life Sciences, L.P. 8-K March 7, 2025 10.1 19.1* R eplimune Group, Inc. Amended and Restated Insider Trading Policy 21.1* Subsidiaries of the Registrant. 23.1* Consent of PricewaterhouseCoopers LLP, Independent Registered Public Accounting Firm. 31.1* Certification of the Chief Executive Officer, as required by Section 302 of the Sarbanes-Oxley Act of 2002 (18 U.S.C. 1350). 31.2* Certification of the Chief Financial Officer, as required by Section 302 of the Sarbanes-Oxley Act of 2002 (18 U.S.C. 1350). 32.1** Certification of the Chief Executive Officer, as required by Section 906 of the Sarbanes-Oxley Act of 2002 (18 U.S.C. 1350). 32.2** Certification of the Chief Financial Officer, as required by Section 906 of the Sarbanes-Oxley Act of 2002 (18 U.S.C. 1350). 97* R eplimune Group, Inc. Cla wback Policy 101.INS* Inline XBRL Instance Document. 101.SCH* Inline XBRL Taxonomy Extension Schema Document. 101.CAL* Inline XBRL Taxonomy Extension Calculation Linkbase Document. 101.DEF* Inline XBRL Taxonomy Extension Definition Linkbase Document. 101.LAB* Inline XBRL Taxonomy Extension Label Linkbase Document. 101.PRE* Inline XBRL Taxonomy Extension Presentation Linkbase Document. ___________________ * Filed herewith. ** Furnished and not filed herewith. † Indicates management contract or compensatory plan. ‡ Indicates confidential treatment has been requested with respect to specific portions of this exhibit. Omitted portions have been filed with the Securities and Exchange Commission pursuant to Rule 406 of the Securities Act of 1933, as amended. TABLE OF CONTENTS Signatures Pursuant to the requirements of Section 13 or 15(d) of the Securities 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. Date: May 22, 2025 By: /s/ SUSHIL PATEL Sushil Patel Chief Executive Officer and Director POWER OF ATTORNEY Each person whose individual signature appears below hereby constitutes and appoints Sushil Patel and Emily Hill, and each of them, with full power of substitution and resubstitution and full power to act without the other, as his or her true and lawful attorney-in-fact and agent to act in his or her name, place, and stead and to execute in the name and on behalf of each person, individually and in each capacity stated below, and to file any and all amendments to this Annual Report on Form 10-K, and to file the same, with all exhibits thereto, and other documents in connection therewith, with the U.S. Securities and Exchange Commission, granting unto said attorneys-in-fact and agents, and each of them, full power and authority to do and perform each and every act and thing, ratifying and confirming all that said attorneys-in-fact and agents or any of them or their substitute or substitutes may lawfully do or cause to be done by virtue thereof. Pursuant to the requirements of the Securities Act of 1934, this report has been signed by the following persons in the capacities and on the dates indicated. TABLE OF CONTENTS Name Title Date /s/ SUSHIL PATEL Chief Executive Officer and Director (Principal Executive Officer) May 22, 2025 Sushil Patel /s/ EMILY HILL Chief Financial Officer, (Principal Financial Officer) May 22, 2025 Emily Hill /s/ ANDREW SCHWENDENMAN Chief Accounting Officer, (Principal Accounting Officer) May 22, 2025 Andrew Schwendenman /s/ PHILIP ASTLEY-SPARKE Director May 22, 2025 Philip Astley-Sparke /s/ KAPIL DHINGRA Director May 22, 2025 Kapil Dhingra /s/ MADHAVAN BALACHANDRAN Director May 22, 2025 Madhavan Balachandran /s/ CHRISTY OLIGER Director May 22, 2025 Christy Oliger /s/ PAOLO PUCCI Director May 22, 2025 Paolo Pucci /s/ JOSEPH SLATTERY Director May 22, 2025 Joseph Slattery /s/ VELEKA PEEPLES-DYER Director May 22, 2025 Veleka Peeples-Dyer /s/ DIETER WEINAND Director May 22, 2025 Dieter Weinand /s/ MICHAEL GOLLER Director May 22, 2025 Michael Goller