What changed in this filing

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Item 1. Financial Statements

2025-08-07 compared with 2025-02-12 · 173 added, 252 removed, 418 unchanged (50% of the section changed)

3 unchanged sentences

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

December 31, 2024 March 31, 2024

June 30, 2025 March 31, 2025

Current assets:

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Property, plant and equipment, net 14,679 13,739

Research and development incentives receivable, non-current

Restricted cash 1,707 1,703

Other non-current assets 1,200 1,200

Right-to-use asset - operating leases 4,120 4,635

Right-to-use asset - financing leases 35,415 37,237

Right-of-use asset - operating leases 3,918 3,998

Right-of-use asset - financing leases 34,201 34,808

Total assets $ 469,507 $ 551,328

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Common stock, $ 0.001 par value;

150,000,000 shares authorized as of December 31, 2024 and March 31, 2024;

77,009,058 and 61,415,105 shares issued and outstanding as of December 31, 2024 and March 31, 2024, respectively

150,000,000 shares authorized as of June 30, 2025 and March 31, 2025;

77,807,174 and 77,085,024 shares issued and outstanding as of June 30, 2025 and March 31, 2025, respectively

Additional paid-in capital 1,367,668 1,358,897

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

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

2024 2023 2024 2023

Three Months Ended June 30,

Operating expenses:

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Interest expense on debt obligations ( 1,475 ) ( 1,426 )

Other (expense) income ( 3,281 ) 1,344 ( 850 ) 1,307

Other income (expense) 591 406

Total other income (expense), net 3,729 3,595

Loss before income taxes $ ( 65,765 ) $ ( 50,647 ) $ ( 172,592 ) $ ( 160,246 )

Income tax provision 575 $ 473 $ 575 $ 473

Net loss $ ( 86,693 ) $ ( 53,772 )

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(Amounts in thousands)

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

2024 2023 2024 2023

Three Months Ended June 30,

Net loss $ ( 86,693 ) $ ( 53,772 )

Other comprehensive loss:

Foreign currency translation gain (loss) 3,110 ( 1,288 ) 773 ( 1,285 )

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

Foreign currency translation loss ( 938 ) ( 432 )

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

( 269 ) ( 99 )

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Balances as of March 31, 2025 77,085,024 $ 77 $ 1,358,897 $ ( 948,579 ) $ 5,448 $ 415,843

Issuance of prefunded warrants to purchase common stock, net of issuance costs — — 48,500 — — 48,500

Issuance of common stock in connection with private placement, net of placement agent fees and offering costs 5,668,937 6 48,198 — — 48,204

Foreign currency translation adjustment — — — — ( 938 ) ( 938 )

Unrealized loss on short-term investments — — — — ( 269 ) ( 269 )

Exercise of pre-funded warrants 739,225 1 — — — 1

Exercise of stock options 966 — 8 — — 8

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Balances as of June 30, 2025 77,807,174 78 1,367,668 ( 1,035,272 ) 4,241 336,715

Foreign currency translation adjustment — — — — ( 1,905 ) ( 1,905 )

Unrealized gain on short-term investments — — — — 1,215 1,215

Exercise of stock options 34,284 — 103 — — 103

Vesting of RSUs 50,336 — — — — —

Stock-based compensation expense — — 8,650 — — 8,650

Net loss — — — ( 53,055 ) — ( 53,055 )

Balances as of September 30, 2024 68,394,588 68 1,185,866 ( 808,109 ) 3,634 381,459

Issuance of prefunded warrants to purchase common stock, net of issuance costs — — 48,500 — — 48,500

Issuance of common stock, net of issuance costs and underwriter fees 8,538,377 9 107,516 — — 107,525

Foreign currency translation adjustment — — — — 3,110 3,110

Unrealized loss on short-term investments — — — — ( 585 ) ( 585 )

Exercise of stock options 22,856 — 66 — — 66

Vesting of RSUs 53,237 — — — — —

Stock-based compensation expense — — 8,639 — — 8,639

Net loss — — — ( 66,340 ) — ( 66,340 )

Balances as of December 31, 2024 77,009,058 $ 77 $ 1,350,587 $ ( 874,449 ) $ 6,159 $ 482,374

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 — — 48,500 — — 48,500

Issuance of common stock in connection with private placement, net of placement agent fees and offering costs 5,668,937 6 48,198 — — 48,204

Foreign currency translation adjustment — — — — ( 432 ) ( 432 )

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Balances as of June 30, 2024 68,309,968 68 1,177,113 ( 755,054 ) 4,324 426,451

Foreign currency translation adjustment — — — — 1,308 1,308

Unrealized gain on short-term investments — — — — 214 214

Exercise of stock options 67,210 1 549 — — 550

Vesting of RSUs 15,808 1 — — — 1

Stock-based compensation expense — — 9,114 — — 9,114

Net loss — — — ( 60,044 ) — ( 60,044 )

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

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

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

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

Vesting of RSUs 48,476 — — — — —

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

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

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

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

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(Amounts in thousands)

Nine Months Ended December 31,

Three Months Ended June 30,

Cash flows from operating activities:

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Depreciation and amortization

Operating lease, right-of-use-asset amortization 185 164

Finance lease, right-of-use-asset amortization 607 607

Net amortization of premiums and discounts on short-term investments ( 1,339 ) ( 2,788 )

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Prepaid expenses and other current assets 234 1,817

Operating lease, right-of-use-asset 506 437

Finance lease, right-of-use-asset 1,821 1,821

Other non-current assets ( 1,200 ) —

Accounts payable 3,765 ( 1,615 )

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Cash flows from investing activities:

Purchases of property, plant and equipment and software capitalization ( 5,553 ) ( 3,922 )

Purchases of property, plant and equipment ( 2,740 ) ( 1,669 )

Purchase of short-term investments ( 37,581 ) ( 105,475 )

Proceeds from sales and maturities of short-term investments 105,369 136,910

Net cash (used in) provided by investing activities ( 16,096 ) 74,000

Net cash provided by investing activities 65,048 29,766

Cash flows from financing activities:

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Proceeds from issuance of prefunded warrants to purchase common stock, net of underwriting fees and offering costs — 48,500

Proceeds from long-term debt — 15,000

Principal payment of finance lease obligation ( 166 ) ( 134 )

Proceeds from exercise of stock options and pre-funded warrants

Net cash provided by financing activities 252,528 16,413

Net cash (used in) provided by financing activities ( 158 ) 96,637

Effect of exchange rate changes on cash, cash equivalents and restricted cash ( 1,616 ) ( 35 )

Net increase (decrease) in cash, cash equivalents and restricted cash

97,788 ( 48,918 )

Net (decrease) increase in cash, cash equivalents and restricted cash ( 13,742 ) 77,201

Cash, cash equivalents and restricted cash at beginning of period 112,822 76,157

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Cash paid during the period for interest 1,059 1,052

Cash paid for income taxes, net $ 105 $ 300

Supplemental disclosure of non-cash investing and financing activities:

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(the “Company”) is a clinical-stage biotechnology company with the mission to transform cancer treatment by pioneering the development of a novel portfolio of oncolytic immunotherapies.

The Company's proprietary oncolytic immunotherapy product candidates are designed and intended to maximally activate the immune system against cancer.

The Company's proprietary oncolytic immunotherapy product candidates are intended to maximally activate the immune system against cancer.

Replimune Group, Inc., whose predecessor was founded in 2015, is the parent company of its wholly owned, direct and indirect subsidiaries:

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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, third-party intellectual property, compliance with government regulations and the ability to secure additional capital to fund operations.

The Company is subject to risks and uncertainties common to 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, third-party intellectual property, 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.

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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 $ 66.3 million and $ 51.1 million for the three months ended December 31, 2024 and 2023, and net losses of $ 173.2 million and $ 160.7 million for the nine months ended December 31, 2024 and 2023, respectively.

In addition, as of December 31, 2024, the Company had an accumulated deficit of $ 874.4 million.

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

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 these consolidated financial statements.

The Company has incurred recurring losses since its inception, including net losses of $ 86.7 million and $ 53.8 million for the three months ended June 30, 2025 and 2024, respectively.

In addition, as of June 30, 2025, the Company had an accumulated deficit of $ 1,035.3 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.

The Company expects that its cash and cash equivalents and short-term investments will be sufficient to fund its operations through at least 12 months from the issuance of these consolidated financial statements, which includes the potential commercialization of RP1 in skin cancers and for working capital and general corporate purposes and excludes any potential revenue.

These estimates are based on assumptions that may prove to be wrong, including the assumption that the development of RP1 will remain viable, and the Company could utilize its available capital resources sooner than expected.

Summary of significant accounting policies

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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.

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

Unaudited interim financial information

The accompanying condensed consolidated balance sheet as of December 31, 2024, the condensed consolidated statements of operations, condensed consolidated statements of comprehensive loss and consolidated statements of stockholders’ equity for the three and nine months ended December 31, 2024 and 2023 and the condensed consolidated statements of cash flows for the nine months ended December 31, 2024 and 2023 are unaudited.

The unaudited interim consolidated financial statements have been prepared on the same basis as the audited annual consolidated financial statements and, in the opinion of management, reflect all adjustments, which include only normal recurring adjustments, necessary for the fair presentation of the Company’s financial position as of December 31, 2024 and the results of its operations for the three and nine months ended December 31, 2024 and 2023 and its cash flows for the nine months ended December 31, 2024 and 2023.

The financial data and other information disclosed in these consolidated notes related to the three and nine months ended December 31, 2024 and 2023 are unaudited.

The results for the three and nine months ended December 31, 2024 are not necessarily indicative of results to be expected for the year ending March 31, 2025, any other interim periods or any future year or period.

The accompanying condensed consolidated balance sheet as of June 30, 2025, the condensed consolidated statements of operations, condensed consolidated statements of comprehensive loss and consolidated statements of stockholders’ equity for the three months ended June 30, 2025 and 2024 and the condensed consolidated statements of cash flows for the three months ended June 30, 2025 and 2024 are unaudited.

The unaudited interim consolidated financial statements have been prepared on the same basis as the audited annual consolidated financial statements and, in the opinion of management, reflect all adjustments, which include only normal recurring adjustments, necessary for the fair statement of the Company’s financial position as of June 30, 2025 and the results of its operations for the three months ended June 30, 2025 and 2024 and its cash flows for the three months ended June 30, 2025 and 2024.

The financial data and other information disclosed in these consolidated notes related to the three months ended June 30, 2025 and 2024 are unaudited.

The results for the three months ended June 30, 2025 are not necessarily indicative of results to be expected for the year ending March 31, 2026, any other interim periods or any future year or period.

The financial information included herein should be read in conjunction with the financial statements and notes in the Company's Annual Report on Form 10-K for the year ended March 31, 2025, which was filed with the Securities and Exchange Commission on May 22, 2025 (the "Annual Report").

During the three and nine months ended December 31, 2024, there have been no changes to the Company’s significant accounting policies as described in the Annual Report.

During the three months ended June 30, 2025, there have been no changes to the Company’s significant accounting policies as described in the Annual Report.

Recently Issued Accounting Pronouncements

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Improvements to Income Tax Disclosures.” This ASU updates income tax disclosure requirements primarily by requiring specific categories and greater disaggregation within the rate reconciliation and disaggregation of income taxes paid by jurisdiction.

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

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

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

Improvements to Reportable Segment Disclosures".

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

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

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

The amendments may be applied either (1) prospectively to financial statements issued for reporting periods after the effective date of this ASU or (2) retrospectively to all prior periods presented in the financial statements.

This ASU is effective for the Company's annual filing for the year ended March 31, 2026.

As this accounting standard only impacts disclosures, it will not have a material impact on the Company's consolidated financial statements.

In November 2024, the FASB issued ASU 2024-03, "Income Statement—Reporting Comprehensive

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Fair Value Measurements as of

December 31, 2024 Using:

June 30, 2025 Using:

Level 1 Level 2 Level 3 Total

1 unchanged sentence

Money market funds $ — $ 90,758 $ — $ 90,758

US Government Agency bonds — 9,725 — 9,725

US Treasury bonds — 9,697 — 9,697

Short-term investments

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

During the three and nine months ended December 31, 2024 and 2023, there were no transfers between levels.

During the three months ended June 30, 2025 and 2024, there were no transfers between levels.

Valuation of cash equivalents and short-term investments

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

Cash equivalents consisted of money market funds, U.S.

Government Agency bonds and U.S.

Treasury bonds at December 31, 2024 and money market funds at March 31, 2024.

Cash equivalents consisted of money market funds at June 30, 2025 and March 31, 2025.

Short-term investments

As of December 31, 2024 and March 31, 2024, the Company's available-for-sale investments by type consisted of the following:

December 31, 2024

As of June 30, 2025 and March 31, 2025, the Company's available-for-sale investments by type consisted of the following:

June 30, 2025

cost Gross unrealized

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Total $ 372,377 $ 349 $ ( 41 ) $ — $ 372,685

As of December 31, 2024 and March 31, 2024, available-for-sale securities consisted of investments that mature within one year.

As of June 30, 2025 and March 31, 2025, available-for-sale securities consisted of investments that mature within one year.

Property, plant and equipment, net

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

December 31, 2024 March 31, 2024

June 30, 2025 March 31, 2025

Office equipment $ 1,882 $ 1,812

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Property, plant and equipment, net $ 14,679 $ 13,739

Depreciation and amortization expense was $ 1.0 million and $ 2.7 million for the three and nine months ended December 31, 2024 and $ 0.7 million and $ 2.0 million for the three and nine months ended December 31, 2023, respectively.

Amortization on capitalized software for the three and nine months ended December 31, 2024 was $ 0.3 million and $ 0.4 million, respectively.

The Company did not incur any amortization on capitalized software in the prior year.

Depreciation and amortization expense was $ 0.9 million for the three months ended June 30, 2025 and $ 0.7 million for the three months ended June 30, 2024.

Amortization on capitalized software for the three months ended June 30, 2025 was $ 0.3 million.

Amortization of capitalized software for the three months ended June 30, 2024 was immaterial .

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

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Accrued expenses and other current liabilities consisted of the following:

December 31, 2024 March 31, 2024

June 30, 2025 March 31, 2025

Accrued research and development costs $ 22,202 $ 19,606

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

The impact of this amendment is not a modification, as it does not relate to

outstanding debt, but is rather an amendment that provides for a future potential benefit.

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

A second amendment was made to the Loan Agreement (the "Second Amendment") on December 22, 2023 pursuant to which the Company agreed to draw a term loan advance in an aggregate principal amount not less than $ 15.0 million, provided that the aggregate amount of the term loan advances made under tranche 2 do not exceed $ 15.0 million on or prior to December 31, 2023.

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.

A second amendment was made to the Loan Agreement (the "Second Amendment") on December 22, 2023 (the "closing date") 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.

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The Loan Agreement also provides for a final payment, payable upon maturity or the repayment of the obligations in full or in part (on a pro rata basis), equal to 4.95 % of the aggregate principal amount of Term Loans advanced to the Company and repaid on such date, which is being accrued on the Company's consolidated balance sheet.

The amount accrued for the final payment is $ 0.9 million as of December 31, 2024 and $ 0.5 million as of March 31, 2024.

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 $ 1.0 million and $ 1.2 million were recorded in other assets as of December 31, 2024 and March 31, 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 three and nine months ended December 31, 2024 was $ 1.5 million and $ 4.3 million, respectively, and $ 1.0 million and $ 3.1 million, respectively, for the three and nine months ended December 31, 2023.

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

December 31, 2024 March 31, 2024

The amount accrued for the final payment is $ 1.2 million as of June 30, 2025 and $ 1.0 million as of March 31, 2025.

Unamortized debt issuance costs and deferred financing costs are recorded as a reduction of the carrying amount on the term loan and amortized as interest expense using the effective-interest method.

Unamortized debt issuance costs and deferred financing costs of $ 1.0 million and $ 1.1 million were recorded in other assets as of June 30, 2025 and March 31, 2025, respectively.

Interest expense for the three months ended June 30, 2025 was $ 1.5 million, and $ 1.4 million for the three months ended June 30, 2024.

The summary of obligations under the term loan as of June 30, 2025 and March 31, 2025 consisted of the following (in thousands):

June 30, 2025 March 31, 2025

Principal loan balance $ 46,626 $ 46,450

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Long term debt, net of discount $ 46,792 $ 46,377

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

December 31, 2024 March 31, 2024

The annual principal payments due under the Loan Agreement as of fiscal June 30, 2025 and March 31, 2025 were as follows:

June 30, 2025 March 31, 2025

2027 20,145 20,145

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8 Stockholders’ equity

As of December 31, 2024 and March 31, 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.

As of June 30, 2025 and March 31, 2025, 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 stock units, the number of shares remaining available for grant under the Company’s 2018 Omnibus Incentive Compensation Plan and the Company’s Employee Stock Purchase Plan (see Note 10) and the exercise of the outstanding warrants to purchase shares of common stock as follows:

December 31, 2024 March 31, 2024

June 30, 2025 March 31, 2025

Stock options, issued and outstanding 12,273,997 10,214,878

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Undesignated preferred stock

As of December 31, 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 December 31, 2024.

On August 3, 2023, 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").

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 three and nine months ended December 31, 2024, the Company did not issue or sell any shares under the 2023 Sales Agreement.

The Company cannot provide any assurances that it will issue any additional Shares pursuant to the 2023 Sales Agreement.

As of June 30, 2025, 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 June 30, 2025.

On August 3, 2023, the Company and Leerink Partners LLC (the "Agent") entered into a sales agreement, which was subsequently amended on May 16, 2024, November 25, 2024 and May 22, 2025 (as so amended, the "2023 Sales Agreement").

Under the 2023 Sales Agreement, the Company may sell, from time to time, at its option, up to an aggregate of $ 100.0 million of shares of the Company's common stock, $ 0.001 par value shares (the "Shares"), through the 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 May 22, 2025, as may be amended from time to time, 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 Agent will use reasonable efforts to sell the Shares from time to time, based upon the Company’s instructions (including any price, time or size limits or other customary parameters or conditions the Company may impose).

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

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

During the three months ended June 30, 2025, 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 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 "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.

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 pre-funded 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.

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

A holder of 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 %, 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 as reported on the consolidated balance sheet, though they are included in the Company's annual pool increase calculation as well as the weighted average outstanding common stock in the calculation of basic and diluted net loss per share, as described below in Note 11.

During the nine months ended December 31, 2024, a holder of the Company's pre-funded warrants exercised 739,225 of its pre-funded warrants for an exercise price of $ 0.001 per pre-funded warrant and the Company issued 739,225 shares of Common Stock in exchange thereof.

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 the Company’s 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 all cases, 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 as reported on the consolidated balance sheet, though they are included in the Company's annual pool increase calculation as described in Note 10, as well as the weighted average outstanding common stock in the calculation of basic and diluted net loss per share, as described below in Note 11.

During the three months ended June 30, 2025, there were no exercises of pre-funded warrants.

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 $ 0.001 per pre-funded warrant and the Company issued 739,225 shares of Common Stock in exchange thereof.

10 Stock-based compensation

2 unchanged sentences

Three Months Ended

December 31, Nine Months Ended

2024 2023 2024 2023

Research and development $ 4,689 $ 4,226

1 unchanged sentence

$ 8,762 $ 9,475

The following table summarizes stock-based compensation expense by award type for the three and nine months ended December 31, 2024 and 2023:

The following table summarizes stock-based compensation expense by award type for the three months ended June 30, 2025 and 2024:

Three Months Ended

December 31, Nine Months Ended December 31,

2024 2023 2024 2023

Stock options $ 4,137 $ 5,733

1 unchanged sentence

$ 8,762 $ 9,475

$ 8,639 $ 8,241 $ 26,764 $ 26,201

2015 Enterprise Mana gement 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 were granted under the 2015 Plan only to the Company’s employees, including officers and directors who were also employees.

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

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 December 31, 2024.

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 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 filed in connection with 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

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 of common stock initially reserved for issuance under the 2018 Plan is 3,617,968 shares.

2 unchanged sentences

On April 1, 2025, the number of shares reserved for issuance under the 2018 Plan automatically increased by 3,645,727 shares pursuant to the terms of the 2018 Plan and based on total number of shares of common stock outstanding on March 31, 2025.

As of December 31, 2024, 1,921,800 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.

As of June 30, 2025, 1,733,799 shares remained available for future grants under the 2018 Plan.

The 2018 Plan is administered by the board of directors or, at the discretion of the board of directors, by a committee of the board of directors.

However, the board of directors shall administer and approve all grants made to non-employee directors.

1 unchanged sentence

Stock options awarded under both plans expire ten years after the grant date, unless the board of directors sets a shorter term.

Vesting periods for the plans are determined at the discretion of the board of directors.

Vesting periods for the plan is 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 .

2 unchanged sentences

In 2024 the Board of Directors approved the award of performance stock units ("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 License 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 PSUs will become vested, if at all, 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, and the expense recognized for these awards is based on the grant date fair value of the Company's common stock multiplied by the number of units granted.

The timing of recognition of this stock-based compensation expense is subject to our judgment as to when the performance conditions are considered probable of being achieved.

The Company granted 246,110 PSUs under the 2018 Plan during the nine months ended December 31, 2024.

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 Company granted 246,110 PSUs under the 2018 Plan during the three months ended June 30, 2024.

As more fully described in Note 18, the Company has received a CRL from the FDA with respect to the Company's first BLA for RP1 in combination with nivolumab for the treatment of advanced melanoma.

If the Company does not achieve the approval of the Company's first BLA for RP1 before June 30, 2026 then no PSU will be earned or vested.

Employee Stock Purchase Plan

7 unchanged sentences

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

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

The grants constitute "employment inducement grants" in accordance with Rule 5635(c)(4) of the Nasdaq Listing Rules and have been 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.

1 unchanged sentence

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

During the nine months ended December 31, 2024 and 2023, the Company granted 124,065 and 125,000 nonqualified stock options to purchase shares of the Company's common stock, and 148,190 and 83,330 restricted stock units under employment inducement grants.

During the three months ended June 30, 2025 and 2024, the Company granted 156,895 and 75,000 nonqualified stock options to purchase shares of the Company's common stock, and 240,960 and 50,000 restricted stock units under employment inducement grants.

Stock option valuation

4 unchanged sentences

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:

Three Months Ended

December 31, Nine Months Ended

2024 2023 2024 2023

Risk-free interest rate 3.97 % 4.43 %

11 unchanged sentences

Cancelled ( 44,174 ) $ 15.24

Outstanding as of December 31, 2024 10,213,861 $ 15.28 6.42 $ 20,715

Options exercisable as of December 31, 2024 6,559,867 $ 16.73 5.14 $ 11,982

Options vested and expected to vest as of December 31, 2024 10,213,861 $ 15.28 6.42 $ 20,715

As of December 31, 2024, there was $ 27.0 million of unrecognized compensation cost related to unvested common stock options, which is expected to be recognized over a weighted average period of 2.4 years.

The weighted average grant-date fair value of stock options granted during the nine months ended December 31, 2024 and 2023 was $ 5.60 and $ 12.08 , respectively.

The aggregate intrinsic value of stock options exercised during the nine months ended December 31, 2024 was $ 0.5 million.

Outstanding as of June 30, 2025 12,273,997 $ 14.05 6.61 $ 11,170

Options exercisable as of June 30, 2025 7,574,723 $ 16.17 5.13 $ 7,511

Options vested and expected to vest as of June 30, 2025 12,273,997 $ 14.05 6.61 $ 11,170

As of June 30, 2025, there was $ 31.7 million of unrecognized compensation cost related to unvested common stock options, which is expected to be recognized over a weighted average period of 2.8 years.

The weighted average grant-date fair value of stock options granted during the three months ended June 30, 2025 and 2024 was $ 5.80 and $ 5.37 , respectively.

The aggregate intrinsic value of stock options exercised during the three months ended June 30, 2025 was immaterial .

The aggregate intrinsic value of stock options exercised during the three months ended June 30, 2024 was $ 0.1 million.

Restricted and performance stock units

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.

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 grants will become vested, if at all, upon the achievement of the approval of the Company’s first BLA for RP1 by the FDA no later than June 30, 2026.

As more fully described in Note 18, the Company has received a CRL from the FDA with respect to the Company’s first BLA for RP1 in combination with nivolumab for the treatment of advanced melanoma.

If the Company does not achieve the approval of the Company's first BLA for RP1 before 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 December 31, 2024, the Company has not recognized any expense related to PSUs.

A summary of the changes in the Company's RSUs and PSUs during the nine months ended December 31, 2024 is as follows:

As of June 30, 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 three months ended June 30, 2025 is as follows:

Number of Restricted Shares Weighted

4 unchanged sentences

Cancelled ( 58,348 ) 10.26

Outstanding as of December 31, 2024 3,491,335 $ 12.36

As of December 31, 2024, there was $ 29.5 million of unrecognized compensation cost related to unvested restricted stock units, which is expected to be recognized over a weighted average period of 2.5 years.

Of the $ 29.5 million of total unrecognized compensation cost, performance based awards tied to the achievement of a company milestone account for approximately $ 4.8 million.

Outstanding as of June 30, 2025 5,231,911 $ 10.07

As of June 30, 2025, there was $ 43.3 million of unrecognized compensation cost related to unvested restricted stock units, which is expected to be recognized over a weighted average period of 2.9 years.

In addition, unrecognized compensation costs related to performance based awards tied to the achievement of a company milestone account for approximately $ 4.4 million.

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

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

11 Net loss per share

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

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

2024 2023 2024 2023

Three Months Ended June 30,

Net loss $ ( 86,693 ) $ ( 53,772 )

2 unchanged sentences

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.

series 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.

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 series 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:

Three and Nine Months Ended December 31,

Three Months Ended June 30,

Options to purchase common stock 12,273,997 10,157,054

14 unchanged sentences

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

Agreement with Regeneron Pharmaceuticals, Inc .

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

(“Regeneron”).

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

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

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

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

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

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

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

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

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

The agreement with Regeneron 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 share equally in development costs.

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 Regeneron in connection with this agreement as an offset to research and development expense within the consolidated statement of operations.

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

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

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

13 Collaboration and other arrangements

1 unchanged sentence

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

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

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

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

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

Following the Company's re-prioritization of its product development portfolio in December 2023, the Company 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 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.

2 unchanged sentences

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

During the three and nine months ended December 31, 2024 and 2023, the Company did not make any payments to Roche under the terms of the agreement.

The Company did no t record any costs as an offset to research and development expenses during the three and nine months ended December 31, 2024.

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

During the nine months ended December 31, 2024 and 2023, the Company received payments under the terms of the agreement from Roche of $ 1.8 million and $ 1.7 million, respectively.

As of December 31, 2024 no receivables were recorded from Roche in connection with this agreement.

As of March 31, 2024, the Company recorded $ 1.8 million as receivables from Roche in connection with this agreement.

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

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

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

The agreement may be terminated by either party upon (i) a material breach not

reasonably cured within thirty ( 30 ) days;

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

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

or (iv) if the parties have not agreed on the protocol or budget within ninety ( 90 ) days of the effective date of the agreement.

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

On July 30, 2024, Incyte announced it has discontinued further development of its oral small molecule PD-L1 inhibitor, which was the intended study drug in the Company's planned collaboration with Incyte.

On August 1, 2024, the Company received notice of termination of the Clinical Trial Collaboration and Supply Agreement from Incyte.

During the year ended March 31, 2024, the Company did not make any payments to, or receive any payments from, Inctye under the terms of the agreement.

Additionally, no costs were recorded to research and development expenses during the three and nine months ended December 31, 2024 related to this agreement.

During the three months ended June 30, 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 costs as an offset to research and development expenses during the three months ended June 30, 2025 and 2024.

During the three months ended June 30, 2025 and 2024, the Company received payments under the terms of the agreement from Roche of $ 0.0 million and $ 1.8 million, respectively.

As of June 30, 2025 and March 31, 2025, no receivables were recorded from Roche in connection with this agreement.

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

1 unchanged sentence

14 Commitments and contingencies

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

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

2024 2023 2024 2023

The table below presents the lease-related costs which are included in the consolidated statements of operations for the three months ended June 30, 2025 and 2024:

Three Months Ended June 30,

Finance lease costs:

Amortization of right-to-use asset $ 607 $ 607 $ 1,821 $ 1,821

Amortization of right-of-use asset $ 607 $ 607

Interest on lease liabilities 521 534

1 unchanged sentence

Total lease cost $ 1,416 $ 1,422

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

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

2024 2023 2024 2023

The following table summarizes the classification of lease costs in the consolidated statement of operations for the three months ended June 30, 2025 and 2024 as follows:

Three Months Ended June 30,

Finance Lease Costs

5 unchanged sentences

Total lease cost $ 1,416 $ 1,422

The following table summarizes the maturity of the Company's lease liabilities on an undiscounted cash flow basis by fiscal year and a reconciliation to the operating and financing lease liabilities recognized on its balance sheet as of December 31, 2024:

December 31, 2024

June 30, 2025

Operating leases Financing lease Total

2025 (remaining three months) $ 289 $ 689 $ 978

2026 (remaining nine months) $ 915 $ 2,111 $ 3,026

2027 1,180 2,883 4,063

6 unchanged sentences

Total lease liabilities $ 4,173 $ 25,362 $ 29,535

The following table provides lease disclosure as of December 31, 2024 and March 31, 2024:

December 31, 2024 March 31, 2024

Right-to-use operating lease asset $ 4,120 $ 4,635

Right-to-use finance lease asset 35,415 37,237

The following table provides lease disclosure as of June 30, 2025 and March 31, 2025:

June 30, 2025 March 31, 2025

Right-of-use operating lease asset $ 3,918 $ 3,998

Right-of-use finance lease asset 34,201 34,808

Total lease assets $ 38,119 $ 38,806

4 unchanged sentences

Total lease liabilities $ 29,535 $ 29,788

The following table provides lease disclosure for the three months ended December 31, 2024 and 2023:

Nine Months Ended December 31,

The following table provides lease disclosure for the three months ended June 30, 2025 and 2024:

Three Months Ended June 30,

Other information

8 unchanged sentences

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

The variable lease costs and short-term lease costs were insignificant for the three and nine months ended December 31, 2024 and 2023.

The variable lease costs and short-term lease costs were insignificant for the three months ended June 30, 2025 and 2024.

Manufacturing commitments

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

As of December 31, 2024 and March 31, 2024, the Company had committed to minimum payments under these arrangements totaling $ 0.8 million and $ 0.9 million, respectively.

As of June 30, 2025 and March 31, 2025, the Company had committed to minimum payments under these arrangements totaling $ 0.8 million and $ 0.8 million, respectively.

Indemnification agreements

3 unchanged sentences

To date, the Company has not incurred any material costs as a result of such indemnifications.

The Company is not aware of any claims under indemnification arrangements, and therefore it has not accrued any liabilities related to such obligations in its consolidated financial statements as of December 31, 2024 or March 31, 2024.

Legal proceedings

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

On July 24, 2025 a class action complaint alleging violations of the federal securities laws was filed against the Company in the United States District Court for the District of Massachusetts.

The complaint was filed shortly after the Company announced it received a complete response letter from the FDA for its RP1 BLA for the treatment of advanced melanoma on July 22, 2025.

The Company denies any wrongdoing and will vigorously defend this action.

15 Income taxes

The Company’s income tax provision and effective tax rate for the three months ended December 31, 2024 was $ 0.6 million and 0.9 %, respectively.

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

The income tax provision and effective tax rate for the three months ended December 31, 2024 is primarily due to forecasted U.S.

taxable income for the year that is not fully offset by available net operating loss and tax credit carryforwards as well as a provision to return adjustment.

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

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

The Company's income tax provision and effective tax rate for the nine months ended December 31, 2024 was $ 0.6 million and 0.3 %, respectively.

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

The income tax provision and effective tax rate for the nine months ended December 31, 2024 is primarily due to forecasted U.S.

taxable income for the year that is not fully offset by available net operating loss and tax credit carryforwards as well as a provision to return adjustment.

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

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

The Company did no t record an income tax provision for the three months ended June 30, 2025 or 2024 as a result of a forecasted United States and United Kingdom losses for the respective years.

The Company has evaluated the positive and negative evidence bearing upon its ability to realize its deferred tax assets both in the United States and United Kingdom, which primarily consist of net operating loss carryforwards.

The Company has considered its history of cumulative net losses, future reversals of existing taxable temporary differences, estimated future taxable income and prudent feasible tax planning strategies and has concluded that it is more likely than not that the Company will not realize the benefits of its deferred tax assets.

As a result, as of December 31, 2024 and March 31, 2024, the Company has recorded a full valuation allowance against its net deferred tax assets.

As a result, as of June 30, 2025 and March 31, 2025, the Company has recorded a full valuation allowance against its net deferred tax assets.

On July 4, 2025, the One Big Beautiful Bill (OBBB) Act, which includes a broad range of tax reform provisions, was signed into law in the United States.

The Company is currently evaluating the impact of the new legislation but does not expect it to have a material impact on the results of operations.

16 Geographic information

1 unchanged sentence

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:

December 31, 2024 March 31, 2024

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

June 30, 2025 March 31, 2025

United States $ 13,535 $ 12,820

1 unchanged sentence

$ 14,679 $ 13,739

17 Segment information

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 the Chief Executive Officer.

The CODM reviews consolidated operating results, and uses the Company's loss from operations and 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 three months ended June 30, 2025 and 2024:

Three Months Ended

Operating expenses:

(Amounts in thousands)

Direct research and development expenses by program:

RP1 program costs by study:

IGNYTE 3,452 3,904

ARTACUS 1,619 1,438

CERPASS 1,208 1,953

IGNYTE-3 4,861 862

Other RP1 study costs 4,422 3,502

RP2 3,875 2,083

RP3 857 1,304

Unallocated research and development expenses¹:

37,549 27,926

Selling, general and administrative 32,579 14,395

Total operating expenses 90,422 57,367

Loss from operations ( 90,422 ) ( 57,367 )

Other income (expense), net 3,729 $ 3,595

Net loss ( 86,693 ) ( 53,772 )

1 Includes personnel-related costs and other costs

18 Subsequent Events

On July 22, 2025, the Company announced that the FDA issued a Complete Response Letter ("CRL") regarding the BLA for RP1 (vusolimogene oderparepvec) in combination with nivolumab for the treatment of advanced melanoma.

The FDA stated in the CRL that it is unable to approve the application in its present form and that the IGNYTE trial is not considered to be an adequate and well-controlled clinical investigation that provides substantial evidence of effectiveness, including contribution of components.

Furthermore, the FDA said the trial cannot be adequately interpreted due to the heterogeneity of the patient population.

The CRL also states that there are items related to the confirmatory trial study design which need to be addressed, including contribution of components.

No safety issues were raised.

Compared sentence by sentence after normalising whitespace, quotation marks, case and digits, so re-formatting and restated figures do not read as changed language. Wording changes appear as one removal and one addition. The current filing and the prior one are authoritative.

What changed 10-Q

Item 1. Financial Statements