08/08/2024 | Press release | Distributed by Public on 08/08/2024 06:46
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Delaware
(State or Other Jurisdiction of
Incorporation or Organization) |
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82-2082553
(I.R.S. Employer
Identification Number) |
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| Large Accelerated filer | | | ☐ | | | Accelerated filer | | | ☐ | |
| Non-accelerated filer | | | ☒ | | | Smaller reporting company | | | ☒ | |
| | | | | | | Emerging growth company | | | ☐ | |
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ABOUT THIS PROSPECTUS
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| | | | 1 | | |
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SUMMARY
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| | | | 3 | | |
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RISK FACTORS
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| | | | 9 | | |
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FORWARD-LOOKING STATEMENTS
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| | | | 11 | | |
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USE OF PROCEEDS
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| | | | 13 | | |
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SELLING STOCKHOLDERS
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| | | | 14 | | |
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PLAN OF DISTRIBUTION
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| | | | 18 | | |
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LEGAL MATTERS
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| | | | 20 | | |
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EXPERTS
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| | | | 20 | | |
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WHERE YOU CAN FIND MORE INFORMATION
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| | | | 20 | | |
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INFORMATION INCORPORATED BY REFERENCE
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| | | | 21 | | |
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Shares of Common
Stock Beneficially Owned Prior to the Offering |
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Shares of
Common Stock Being Offered(1) |
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Shares of Common
Stock Beneficially Owned After the Offering(2) |
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Name of Selling Stockholder
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Number
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Percentage
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Number
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Number
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Percentage
(%) |
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Entities affiliated with Baker Bros. Advisors LP(3)
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| | | | 20,257,305 | | | | | | 25.8% | | | | | | 5,669,578 | | | | | | 14,587,727 | | | | | | 18.6% | | | | |
Entities advised or subadvised by T. Rowe
Price Associates, Inc.(4) |
| | | | 8,435,219 | | | | | | 12.3% | | | | | | 1,417,234 | | | | | | 7,017,985 | | | | | | 10.3% | | | | |
Entities affiliated with Redmile Group, LLC(5)
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| | | | 4,946,060 | | | | | | 7.2% | | | | | | 1,417,234 | | | | | | 3,528,826 | | | | | | 5.2% | | | | |
Boxer Capital, LLC(6)
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| | | | 1,536,341 | | | | | | 2.2% | | | | | | 850,341 | | | | | | 686,000 | | | | | | 1.0% | | | | |
Entities affiliated with RTW Investments,
LP(7) |
| | | | 1,133,787 | | | | | | 1.7% | | | | | | 1,133,787 | | | | | | - | | | | | | * | | | | |
Entities affiliated with EcoR1 Capital, LLC(8)
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| | | | 850,341 | | | | | | 1.2% | | | | | | 850,341 | | | | | | - | | | | | | * | | | | |
Item
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Amount
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SEC Registration Fee
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| | | $ | 15,790.08 | | |
Accounting Fees and Expenses
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| | | | 25,000 | | |
Legal Fees and Expenses
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| | | | 75,000 | | |
Miscellaneous Fees and Expenses
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| | | | 10,000 | | |
Total
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| | | $ | 125,790.08 | | |
Exhibit Number |
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Description
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3.1
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| | Third Amended and Restated Certificate of Incorporation of Replimune Group, Inc. (incorporated by reference to Exhibit 3.1 to the Company's Annual Report on Form 10-K, as filed on June 3, 2020) | |
3.2
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4.1
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4.2
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4.3
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5.1*
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Opinion of Morgan, Lewis & Bockius LLP
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23.1*
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Consent of PricewaterhouseCoopers LLP, Independent Registered Public Accounting Firm
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23.2*
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Consent of Morgan, Lewis & Bockius LLP (included in Exhibit 5.1)
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24.1*
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Power of Attorney (included on the signature page)
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107*
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Filing Fee Table
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Name
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Title
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Date
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/s/ Sushil Patel
Sushil Patel
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Chief Executive Officer and Director (Principal Executive Officer) |
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August 8, 2024
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/s/ Emily Hill
Emily Hill
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Chief Financial Officer (Principal Financial Officer) |
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August 8, 2024
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/s/ Andrew Schwendenman
Andrew Schwendenman
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Chief Accounting Officer (Principal Accounting Officer) |
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August 8, 2024
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/s/ Philip Astley-Sparke
Philip Astley-Sparke
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| | Director and Executive Chairman | | |
August 8, 2024
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/s/ Robert Coffin
Robert Coffin
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| | Director | | |
August 8, 2024
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/s/ Kapil Dhingra
Kapil Dhingra
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| | Director | | |
August 8, 2024
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/s/ Hyam Levitsky
Hyam Levitsky
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| | Director | | |
August 8, 2024
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/s/ Christy Oliger
Christy Oliger
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| | Director | | |
August 8, 2024
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/s/ Veleka Peeples-Dyer
Veleka Peeples-Dyer
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| | Director | | |
August 8, 2024
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Name
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Title
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Date
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/s/ Paolo Pucci
Paolo Pucci
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| | Director | | |
August 8, 2024
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/s/ Joseph Slattery
Joseph Slattery
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| | Director | | |
August 8, 2024
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/s/ Dieter Weinand
Dieter Weinand
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| | Director | | |
August 8, 2024
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