Material Event Form 8 K

As previously disclosed, on August 3, 2023, Replimune Group, Inc. (the "Company") entered into a Sales Agreement with Leerink Partners LLC (the "Agent"), as amended by Amendment No. 1 thereto, dated May 16, 2024 (as so amended, the "Sales Agreement") pursuant to which the Company may sell, from time to time, at its option, shares (the "Shares") of the Company's common stock, $0.001 par value per share (the "Common Stock"), under a prospectus (the "Sales Agreement Prospectus") through the Agent (the "ATM Offering").

On November 25, 2024, the Company and the Agent entered into Amendment No. 2 to the Sales Agreement (the "Amendment") pursuant to which the Company and the Agent agreed to amend the Sales Agreement to reduce the aggregate offering amount of the ATM Offering under the Sales Agreement from $100,000,000 of Shares to $89,000,000 of Shares.

In connection with entering into the Amendment, the Company is suspending the ATM Prospectus and will not make any sales of Shares pursuant to the Sales Agreement unless and until a new prospectus, prospectus supplement or registration statement is filed. The Sales Agreement remains in full force and effect.

The Shares to be sold under the Sales Agreement as amended by the Amendment, if any, will be issued and sold by methods deemed to be an "at the market offering" as defined in Rule 415(a)(4) promulgated under the Securities Act of 1933, as amended, or in negotiated transactions, if authorized by the Company, in each case, pursuant to the registration statement on Form S-3 (File No. 333-273633) which was previously filed with the Securities and Exchange Commission (the "SEC") on August 3, 2023 (the "Registration Statement"), as amended by Post-Effective Amendment No. 1 thereto filed with the SEC on May 16, 2024 and Post-Effective Amendment No. 2 thereto filed with the SEC on May 16, 2024.

This Current Report on Form 8-K shall not constitute an offer to sell or the solicitation of an offer to buy the Shares, nor shall there be any sale of the Shares in any state or jurisdiction in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such state or jurisdiction.