repl-20221231
0001737953December 31, 2022The Nasdaq Stock Market LLCfalse03-312023Q3P4Y00017379532022-04-012022-12-3100017379532023-02-06xbrli:shares00017379532022-12-31iso4217:USD00017379532022-03-31iso4217:USDxbrli:shares00017379532022-10-012022-12-3100017379532021-10-012021-12-3100017379532021-04-012021-12-310001737953us-gaap:CommonStockMember2022-03-310001737953us-gaap:AdditionalPaidInCapitalMember2022-03-310001737953us-gaap:RetainedEarningsMember2022-03-310001737953us-gaap:AccumulatedOtherComprehensiveIncomeMember2022-03-310001737953us-gaap:CommonStockMember2022-04-012022-06-300001737953us-gaap:AdditionalPaidInCapitalMember2022-04-012022-06-3000017379532022-04-012022-06-300001737953us-gaap:AccumulatedOtherComprehensiveIncomeMember2022-04-012022-06-300001737953us-gaap:RetainedEarningsMember2022-04-012022-06-300001737953us-gaap:CommonStockMember2022-06-300001737953us-gaap:AdditionalPaidInCapitalMember2022-06-300001737953us-gaap:RetainedEarningsMember2022-06-300001737953us-gaap:AccumulatedOtherComprehensiveIncomeMember2022-06-3000017379532022-06-300001737953us-gaap:CommonStockMember2022-07-012022-09-300001737953us-gaap:AdditionalPaidInCapitalMember2022-07-012022-09-3000017379532022-07-012022-09-300001737953us-gaap:AccumulatedOtherComprehensiveIncomeMember2022-07-012022-09-300001737953us-gaap:RetainedEarningsMember2022-07-012022-09-300001737953us-gaap:CommonStockMember2022-09-300001737953us-gaap:AdditionalPaidInCapitalMember2022-09-300001737953us-gaap:RetainedEarningsMember2022-09-300001737953us-gaap:AccumulatedOtherComprehensiveIncomeMember2022-09-3000017379532022-09-300001737953us-gaap:AdditionalPaidInCapitalMember2022-10-012022-12-310001737953us-gaap:CommonStockMember2022-10-012022-12-310001737953us-gaap:AccumulatedOtherComprehensiveIncomeMember2022-10-012022-12-310001737953us-gaap:RetainedEarningsMember2022-10-012022-12-310001737953us-gaap:CommonStockMember2022-12-310001737953us-gaap:AdditionalPaidInCapitalMember2022-12-310001737953us-gaap:RetainedEarningsMember2022-12-310001737953us-gaap:AccumulatedOtherComprehensiveIncomeMember2022-12-310001737953us-gaap:CommonStockMember2021-03-310001737953us-gaap:AdditionalPaidInCapitalMember2021-03-310001737953us-gaap:RetainedEarningsMember2021-03-310001737953us-gaap:AccumulatedOtherComprehensiveIncomeMember2021-03-3100017379532021-03-310001737953us-gaap:AccumulatedOtherComprehensiveIncomeMember2021-04-012021-06-3000017379532021-04-012021-06-300001737953us-gaap:CommonStockMember2021-04-012021-06-300001737953us-gaap:AdditionalPaidInCapitalMember2021-04-012021-06-300001737953us-gaap:RetainedEarningsMember2021-04-012021-06-300001737953us-gaap:CommonStockMember2021-06-300001737953us-gaap:AdditionalPaidInCapitalMember2021-06-300001737953us-gaap:RetainedEarningsMember2021-06-300001737953us-gaap:AccumulatedOtherComprehensiveIncomeMember2021-06-3000017379532021-06-300001737953us-gaap:AccumulatedOtherComprehensiveIncomeMember2021-07-012021-09-3000017379532021-07-012021-09-300001737953us-gaap:CommonStockMember2021-07-012021-09-300001737953us-gaap:AdditionalPaidInCapitalMember2021-07-012021-09-300001737953us-gaap:RetainedEarningsMember2021-07-012021-09-300001737953us-gaap:CommonStockMember2021-09-300001737953us-gaap:AdditionalPaidInCapitalMember2021-09-300001737953us-gaap:RetainedEarningsMember2021-09-300001737953us-gaap:AccumulatedOtherComprehensiveIncomeMember2021-09-3000017379532021-09-300001737953us-gaap:AccumulatedOtherComprehensiveIncomeMember2021-10-012021-12-310001737953us-gaap:CommonStockMember2021-10-012021-12-310001737953us-gaap:AdditionalPaidInCapitalMember2021-10-012021-12-310001737953us-gaap:RetainedEarningsMember2021-10-012021-12-310001737953us-gaap:CommonStockMember2021-12-310001737953us-gaap:AdditionalPaidInCapitalMember2021-12-310001737953us-gaap:RetainedEarningsMember2021-12-310001737953us-gaap:AccumulatedOtherComprehensiveIncomeMember2021-12-3100017379532021-12-310001737953us-gaap:MoneyMarketFundsMemberus-gaap:FairValueMeasurementsRecurringMemberus-gaap:FairValueInputsLevel1Member2022-12-310001737953us-gaap:MoneyMarketFundsMemberus-gaap:FairValueMeasurementsRecurringMemberus-gaap:FairValueInputsLevel2Member2022-12-310001737953us-gaap:MoneyMarketFundsMemberus-gaap:FairValueMeasurementsRecurringMemberus-gaap:FairValueInputsLevel3Member2022-12-310001737953us-gaap:MoneyMarketFundsMemberus-gaap:FairValueMeasurementsRecurringMember2022-12-310001737953us-gaap:FairValueMeasurementsRecurringMemberus-gaap:USGovernmentAgenciesDebtSecuritiesMemberus-gaap:FairValueInputsLevel1Member2022-12-310001737953us-gaap:FairValueMeasurementsRecurringMemberus-gaap:FairValueInputsLevel2Memberus-gaap:USGovernmentAgenciesDebtSecuritiesMember2022-12-310001737953us-gaap:FairValueMeasurementsRecurringMemberus-gaap:FairValueInputsLevel3Memberus-gaap:USGovernmentAgenciesDebtSecuritiesMember2022-12-310001737953us-gaap:FairValueMeasurementsRecurringMemberus-gaap:USGovernmentAgenciesDebtSecuritiesMember2022-12-310001737953us-gaap:FairValueMeasurementsRecurringMemberus-gaap:FairValueInputsLevel1Memberus-gaap:USTreasurySecuritiesMember2022-12-310001737953us-gaap:FairValueMeasurementsRecurringMemberus-gaap:FairValueInputsLevel2Memberus-gaap:USTreasurySecuritiesMember2022-12-310001737953us-gaap:FairValueMeasurementsRecurringMemberus-gaap:FairValueInputsLevel3Memberus-gaap:USTreasurySecuritiesMember2022-12-310001737953us-gaap:FairValueMeasurementsRecurringMemberus-gaap:USTreasurySecuritiesMember2022-12-310001737953us-gaap:FairValueMeasurementsRecurringMemberus-gaap:FairValueInputsLevel1Member2022-12-310001737953us-gaap:FairValueMeasurementsRecurringMemberus-gaap:FairValueInputsLevel2Member2022-12-310001737953us-gaap:FairValueMeasurementsRecurringMemberus-gaap:FairValueInputsLevel3Member2022-12-310001737953us-gaap:FairValueMeasurementsRecurringMember2022-12-310001737953us-gaap:MoneyMarketFundsMemberus-gaap:FairValueMeasurementsRecurringMemberus-gaap:FairValueInputsLevel1Member2022-03-310001737953us-gaap:MoneyMarketFundsMemberus-gaap:FairValueMeasurementsRecurringMemberus-gaap:FairValueInputsLevel2Member2022-03-310001737953us-gaap:MoneyMarketFundsMemberus-gaap:FairValueMeasurementsRecurringMemberus-gaap:FairValueInputsLevel3Member2022-03-310001737953us-gaap:MoneyMarketFundsMemberus-gaap:FairValueMeasurementsRecurringMember2022-03-310001737953us-gaap:FairValueMeasurementsRecurringMemberus-gaap:USGovernmentAgenciesDebtSecuritiesMemberus-gaap:FairValueInputsLevel1Member2022-03-310001737953us-gaap:FairValueMeasurementsRecurringMemberus-gaap:FairValueInputsLevel2Memberus-gaap:USGovernmentAgenciesDebtSecuritiesMember2022-03-310001737953us-gaap:FairValueMeasurementsRecurringMemberus-gaap:FairValueInputsLevel3Memberus-gaap:USGovernmentAgenciesDebtSecuritiesMember2022-03-310001737953us-gaap:FairValueMeasurementsRecurringMemberus-gaap:USGovernmentAgenciesDebtSecuritiesMember2022-03-310001737953us-gaap:FairValueMeasurementsRecurringMemberus-gaap:FairValueInputsLevel1Memberus-gaap:USTreasurySecuritiesMember2022-03-310001737953us-gaap:FairValueMeasurementsRecurringMemberus-gaap:FairValueInputsLevel2Memberus-gaap:USTreasurySecuritiesMember2022-03-310001737953us-gaap:FairValueMeasurementsRecurringMemberus-gaap:FairValueInputsLevel3Memberus-gaap:USTreasurySecuritiesMember2022-03-310001737953us-gaap:FairValueMeasurementsRecurringMemberus-gaap:USTreasurySecuritiesMember2022-03-310001737953us-gaap:FairValueMeasurementsRecurringMemberus-gaap:FairValueInputsLevel1Member2022-03-310001737953us-gaap:FairValueMeasurementsRecurringMemberus-gaap:FairValueInputsLevel2Member2022-03-310001737953us-gaap:FairValueMeasurementsRecurringMemberus-gaap:FairValueInputsLevel3Member2022-03-310001737953us-gaap:FairValueMeasurementsRecurringMember2022-03-310001737953us-gaap:USGovernmentAgenciesDebtSecuritiesMember2022-12-310001737953us-gaap:USGovernmentAgenciesDebtSecuritiesMember2022-04-012022-12-310001737953us-gaap:USTreasurySecuritiesMember2022-12-310001737953us-gaap:USTreasurySecuritiesMember2022-04-012022-12-310001737953us-gaap:ShortTermInvestmentsMember2022-12-310001737953us-gaap:ShortTermInvestmentsMember2022-04-012022-12-310001737953us-gaap:USGovernmentAgenciesDebtSecuritiesMember2022-03-310001737953us-gaap:USGovernmentAgenciesDebtSecuritiesMember2021-04-012022-03-310001737953us-gaap:USTreasurySecuritiesMember2022-03-310001737953us-gaap:USTreasurySecuritiesMember2021-04-012022-03-310001737953us-gaap:ShortTermInvestmentsMember2022-03-310001737953us-gaap:ShortTermInvestmentsMember2021-04-012022-03-310001737953us-gaap:OfficeEquipmentMember2022-12-310001737953us-gaap:OfficeEquipmentMember2022-03-310001737953us-gaap:ComputerEquipmentMember2022-12-310001737953us-gaap:ComputerEquipmentMember2022-03-310001737953us-gaap:EquipmentMember2022-12-310001737953us-gaap:EquipmentMember2022-03-310001737953us-gaap:LeaseholdImprovementsMember2022-12-310001737953us-gaap:LeaseholdImprovementsMember2022-03-310001737953us-gaap:ConstructionInProgressMember2022-12-310001737953us-gaap:ConstructionInProgressMember2022-03-310001737953us-gaap:LineOfCreditMemberrepl:TermLoanFacilityMemberus-gaap:SecuredDebtMember2022-10-060001737953us-gaap:LineOfCreditMemberus-gaap:SecuredDebtMemberrepl:TermLoanFacilityTrancheOneMember2022-10-060001737953us-gaap:LineOfCreditMemberus-gaap:SecuredDebtMemberrepl:TermLoanFacilityTrancheTwoMember2022-10-060001737953us-gaap:LineOfCreditMemberus-gaap:SecuredDebtMemberrepl:TermLoanFacilityTrancheThreeMember2022-10-060001737953us-gaap:LineOfCreditMemberus-gaap:SecuredDebtMemberrepl:TermLoanFacilityTrancheFiveMember2022-10-06repl:advance0001737953us-gaap:LineOfCreditMemberrepl:TermLoanFacilityTrancheFourMemberus-gaap:SecuredDebtMember2022-10-060001737953us-gaap:LineOfCreditMemberrepl:TermLoanFacilityMemberus-gaap:SecuredDebtMemberus-gaap:PrimeRateMember2022-10-062022-10-06xbrli:pure0001737953us-gaap:LineOfCreditMemberrepl:TermLoanFacilityMemberus-gaap:SecuredDebtMembersrt:MaximumMemberus-gaap:PrimeRateMember2022-10-062022-10-060001737953us-gaap:LineOfCreditMemberrepl:TermLoanFacilityMemberus-gaap:SecuredDebtMember2022-10-062022-10-060001737953us-gaap:LineOfCreditMemberrepl:TermLoanFacilityMemberus-gaap:SecuredDebtMember2022-12-310001737953us-gaap:LineOfCreditMemberrepl:TermLoanFacilityMemberus-gaap:SecuredDebtMember2022-10-012022-12-310001737953us-gaap:LineOfCreditMemberrepl:TermLoanFacilityMemberus-gaap:SecuredDebtMember2022-04-012022-12-310001737953repl:PreFundedWarrantsStockOptionsMember2022-12-310001737953repl:PreFundedWarrantsStockOptionsMember2022-03-310001737953repl:PreFundedWarrantsRestrictedStockMember2022-12-310001737953repl:PreFundedWarrantsRestrictedStockMember2022-03-310001737953repl:PreFundedWarrantsStockOptionsAndRestrictedStockMember2022-12-310001737953repl:PreFundedWarrantsStockOptionsAndRestrictedStockMember2022-03-310001737953repl:PreFundedWarrantsESPPMember2022-12-310001737953repl:PreFundedWarrantsESPPMember2022-03-310001737953repl:PreFundedWarrantsPreIPOMember2022-12-310001737953repl:PreFundedWarrantsPreIPOMember2022-03-310001737953repl:PreFundedWarrantsMember2022-12-310001737953repl:PreFundedWarrantsMember2022-03-310001737953repl:PreFundedWarrantsCommonStockMember2022-12-310001737953repl:PreFundedWarrantsCommonStockMember2022-03-310001737953us-gaap:CommonStockMembersrt:MaximumMemberrepl:AtMarketOfferingProgramMember2020-08-112020-08-110001737953us-gaap:CommonStockMemberrepl:AtMarketOfferingProgramMember2020-08-110001737953us-gaap:CommonStockMemberrepl:AtMarketOfferingProgramMember2022-04-012022-12-310001737953us-gaap:CommonStockMemberrepl:AtMarketOfferingProgramMember2021-04-012021-12-310001737953us-gaap:CommonStockMemberrepl:AtMarketOfferingProgramMember2022-06-232022-06-230001737953us-gaap:CommonStockMemberrepl:AtMarketOfferingProgramMember2022-06-230001737953repl:AtMarketOfferingProgramMember2022-06-232022-06-230001737953repl:AtMarketOfferingProgramMember2020-08-112020-08-110001737953us-gaap:OverAllotmentOptionMember2019-11-012019-11-300001737953repl:PreFundedWarrantsMember2019-11-3000017379532019-11-012019-11-300001737953us-gaap:OverAllotmentOptionMember2020-06-012020-06-300001737953repl:PreFundedWarrantsMember2020-06-012020-06-300001737953repl:PreFundedWarrantsMember2020-06-3000017379532020-06-012020-06-300001737953us-gaap:OverAllotmentOptionMember2020-10-012020-10-310001737953repl:PreFundedWarrantsMember2020-10-012020-10-310001737953repl:PreFundedWarrantsMember2020-10-3100017379532020-10-012020-10-310001737953us-gaap:OverAllotmentOptionMember2022-12-012022-12-310001737953repl:PreFundedWarrantsMember2022-12-012022-12-310001737953repl:PreFundedWarrantsMember2022-12-0100017379532022-12-012022-12-310001737953us-gaap:ResearchAndDevelopmentExpenseMember2022-10-012022-12-310001737953us-gaap:ResearchAndDevelopmentExpenseMember2021-10-012021-12-310001737953us-gaap:ResearchAndDevelopmentExpenseMember2022-04-012022-12-310001737953us-gaap:ResearchAndDevelopmentExpenseMember2021-04-012021-12-310001737953us-gaap:GeneralAndAdministrativeExpenseMember2022-10-012022-12-310001737953us-gaap:GeneralAndAdministrativeExpenseMember2021-10-012021-12-310001737953us-gaap:GeneralAndAdministrativeExpenseMember2022-04-012022-12-310001737953us-gaap:GeneralAndAdministrativeExpenseMember2021-04-012021-12-310001737953us-gaap:EmployeeStockOptionMember2022-10-012022-12-310001737953us-gaap:EmployeeStockOptionMember2021-10-012021-12-310001737953us-gaap:EmployeeStockOptionMember2022-04-012022-12-310001737953us-gaap:EmployeeStockOptionMember2021-04-012021-12-310001737953us-gaap:RestrictedStockUnitsRSUMember2022-10-012022-12-310001737953us-gaap:RestrictedStockUnitsRSUMember2021-10-012021-12-310001737953us-gaap:RestrictedStockUnitsRSUMember2022-04-012022-12-310001737953us-gaap:RestrictedStockUnitsRSUMember2021-04-012021-12-3100017379532017-07-310001737953repl:EquityCompensationPlan2017Member2022-12-310001737953repl:OmnibusIncentiveCompensationPlan2018Member2018-07-090001737953repl:EquityCompensationPlan2017Member2018-07-090001737953repl:OmnibusIncentiveCompensationPlan2018Member2018-07-092018-07-090001737953repl:PreFundedWarrantsMemberrepl:OmnibusIncentiveCompensationPlan2018Member2018-07-090001737953repl:OmnibusIncentiveCompensationPlan2018Member2022-04-012022-04-010001737953repl:OmnibusIncentiveCompensationPlan2018Member2021-04-012021-04-010001737953repl:OmnibusIncentiveCompensationPlan2018Member2022-12-310001737953us-gaap:EmployeeStockOptionMember2022-12-310001737953us-gaap:EmployeeStockOptionMembersrt:MaximumMember2022-04-012022-12-310001737953srt:MinimumMemberus-gaap:EmployeeStockOptionMember2022-04-012022-12-310001737953us-gaap:ShareBasedCompensationAwardTrancheOneMemberus-gaap:RestrictedStockUnitsRSUMember2022-04-012022-12-310001737953repl:EmployeeSharePurchasePlanMember2018-07-090001737953repl:EmployeeSharePurchasePlanMember2018-07-092018-07-0900017379532018-07-090001737953repl:EmployeeSharePurchasePlanMember2022-04-012022-04-010001737953repl:EmployeeSharePurchasePlanMember2021-04-012021-04-010001737953repl:EmployeeSharePurchasePlanMember2022-04-010001737953repl:EmployeeSharePurchasePlanMember2021-04-0100017379532021-05-312021-05-310001737953us-gaap:RestrictedStockUnitsRSUMemberrepl:NewlyHiredExecutiveMember2021-05-312021-05-310001737953us-gaap:RestrictedStockUnitsRSUMemberrepl:NewlyHiredExecutiveMember2022-12-012022-12-3100017379532021-04-012022-03-310001737953us-gaap:RestrictedStockUnitsRSUMember2022-03-310001737953us-gaap:RestrictedStockUnitsRSUMember2022-12-310001737953us-gaap:RestrictedStockUnitsRSUMember2021-12-310001737953us-gaap:EmployeeStockOptionMember2022-10-012022-12-310001737953us-gaap:EmployeeStockOptionMember2022-04-012022-12-310001737953us-gaap:EmployeeStockOptionMember2021-10-012021-12-310001737953us-gaap:EmployeeStockOptionMember2021-04-012021-12-310001737953us-gaap:WarrantMember2022-04-012022-12-310001737953us-gaap:WarrantMember2022-10-012022-12-310001737953us-gaap:WarrantMember2021-10-012021-12-310001737953us-gaap:WarrantMember2021-04-012021-12-310001737953repl:BristolMyersSquibbCompanyMember2020-01-012020-01-31repl:patient0001737953us-gaap:CollaborativeArrangementTransactionWithPartyToCollaborativeArrangementMemberrepl:RegeneronPharmaceuticalsIncMember2022-10-012022-12-310001737953us-gaap:CollaborativeArrangementTransactionWithPartyToCollaborativeArrangementMemberrepl:RegeneronPharmaceuticalsIncMember2021-10-012021-12-310001737953us-gaap:CollaborativeArrangementTransactionWithPartyToCollaborativeArrangementMemberrepl:RegeneronPharmaceuticalsIncMember2022-04-012022-12-310001737953us-gaap:CollaborativeArrangementTransactionWithPartyToCollaborativeArrangementMemberrepl:RegeneronPharmaceuticalsIncMember2021-04-012021-12-310001737953repl:RegeneronPharmaceuticalsIncMember2022-12-310001737953repl:RegeneronPharmaceuticalsIncMember2022-03-31repl:region0001737953country:US2022-12-310001737953country:US2022-03-310001737953country:GB2022-12-310001737953country:GB2022-03-31
Table of Contents
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-Q
QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the quarterly period ended December 31, 2022
OR
TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the transition period from           to          
Commission file number 001-38596
REPLIMUNE GROUP, INC.
(Exact name of registrant as specified in its charter)
Delaware82-2082553
(State or other jurisdiction of
incorporation or organization)
(I.R.S. Employer
Identification No.)
500 Unicorn Park
Woburn MA 01801
(Address of principal executive offices)
(Zip Code)
(781222-9600
(Registrant’s telephone number, including area code)
Securities registered pursuant to Section 12(b) of the Act:
Title of each classTrading Symbol(s)Name of each exchange on which registered
Common Stock, par value $0.001 per shareREPL
The Nasdaq Stock Market LLC (Nasdaq Global Select Market)
Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15 (d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes     No   
Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files).
Yes     No   
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.
Large accelerated filer
Accelerated filer
Non-accelerated filer
Smaller reporting company
Emerging growth company
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes   
  No   
The number of shares of the registrant’s Common Stock, par value $0.001 per share, outstanding as of February 6, 2023 was 56,654,974.



Table of Contents
REPLIMUNE GROUP, INC.
FORM 10-Q
Table of Contents
Page No.

2

Table of Contents
PART I - FINANCIAL INFORMATION
Item 1. Financial Statements.
REPLIMUNE GROUP, INC.
CONDENSED CONSOLIDATED BALANCE SHEETS
(Amounts in thousands, except share and per share amounts)
(Unaudited)
December 31, 2022March 31, 2022
Assets
Current assets:
Cash and cash equivalents$206,667 $105,948 
Short-term investments409,707 289,707 
Research and development incentives receivable1,996 3,055 
Prepaid expenses and other current assets5,591 5,267 
Total current assets623,961 403,977 
Property, plant and equipment, net7,679 7,933 
Restricted cash1,636 1,636 
Right-to-use asset - operating leases5,002 5,552 
Right-to-use asset - financing leases40,272 42,094 
Total assets$678,550 $461,192 
Liabilities and Stockholders' Equity
Current liabilities:
Accounts payable$3,648 $3,732 
Accrued expenses and other current liabilities19,158 13,392 
Operating lease liabilities, current1,039 1,070 
Financing lease liabilities, current2,619 2,562 
Total current liabilities26,464 20,756 
Operating lease liabilities, non-current4,265 4,801 
Financing lease liabilities, non-current24,086 24,406 
Long term debt, net of discount$28,390 $ 
Total liabilities$83,205 $49,963 
Commitments and contingencies (Note 13)
Stockholders' equity
Common stock, $0.001 par value; 150,000,000 shares authorized as of December 31, 2022 and March 31, 2022; 56,632,999 and 47,338,660 shares issued and outstanding as of December 31, 2022 and March 31, 2022, respectively
57 47 
Additional paid-in capital1,027,798 723,359 
Accumulated deficit(436,249)(311,204)
Accumulated other comprehensive income (loss)3,739 (973)
Total stockholders' equity595,345 411,229 
Total liabilities and stockholders' equity$678,550 $461,192 
The accompanying notes are an integral part of these condensed consolidated financial statements.


3

Table of Contents



REPLIMUNE GROUP, INC.
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS
(Amounts in thousands, except share and per share amounts)
(Unaudited)
Three Months Ended December 31,Nine Months Ended December 31,
2022202120222021
Operating expenses:
Research and development$30,261 $19,353 $88,573 $57,809 
Selling, general and administrative11,369 10,345 35,512 28,517 
Total operating expenses41,630 29,698 124,085 86,326 
Loss from operations(41,630)(29,698)(124,085)(86,326)
Other income (expense):
Research and development incentives607 733 2,032 2,246 
Investment income2,675 87 4,130 259 
Interest expense on finance lease liability(548)(555)(1,650)(1,670)
Interest expense on debt obligations(941) (941) 
Other income (expense) 147 (241)(4,531)(849)
Total other income (expense), net1,940 24 (960)(14)
Net loss $(39,690)$(29,674)$(125,045)$(86,340)
Net loss per common share, basic and diluted$(0.69)$(0.57)$(2.25)$(1.66)
Weighted average common shares outstanding, basic and diluted57,857,132 52,319,877 55,618,052 52,104,548 
The accompanying notes are an integral part of these condensed consolidated financial statements.
4

Table of Contents
REPLIMUNE GROUP, INC.
CONDENSED CONSOLIDATED STATEMENTS OF COMPREHENSIVE LOSS
(Amounts in thousands)
(Unaudited)
Three Months Ended December 31,Nine Months Ended December 31,
2022202120222021
Net loss$(39,690)$(29,674)$(125,045)$(86,340)
Other comprehensive loss:
Foreign currency translation gain 158 161 4,225 604 
Net unrealized gain (loss) on short-term investments, net of tax of $0
650 (351)487 (391)
Comprehensive loss$(38,882)$(29,864)$(120,333)$(86,127)
The accompanying notes are an integral part of these condensed consolidated financial statements.
5

Table of Contents
REPLIMUNE GROUP, INC. 
CONSOLIDATED STATEMENTS OF STOCKHOLDERS’ EQUITY
(Amounts in thousands, except share amounts)
(Unaudited)
Common stockAdditional
paid-in
capital
Accumulated
deficit
Accumulated
other
comprehensive
loss
Total
stockholders’
equity
SharesAmount
Balances as of March 31, 202247,338,660 $47 $723,359 $(311,204)$(973)$411,229 
Issuance of common stock through ATM sales, net of offering costs1,686,438 2 31,035 31,037 
Foreign currency translation adjustment— 1,737 1,737 
Unrealized loss on short-term investments— (244)(244)
Exercise of stock options124,028 — 1,562 1,562 
Vesting of RSUs149,341 — — — 
Stock-based compensation expense— 7,194 7,194 
Net loss— (42,253)(42,253)
Balances as of June 30, 202249,298,467 49 763,150 (353,457)520 410,262 
Issuance of common stock through ATM sales, net of offering costs340,000 1 6,400 — — 6,401 
Foreign currency translation adjustment— — — — 2,330 2,330 
Unrealized loss on short-term investments— — — — 81 81 
Exercise of stock options88,252 — 1,108 — — 1,108 
Vesting of RSUs12,688 — — — — — 
Stock-based compensation expense— — 6,992 — — 6,992 
Net loss— — — (43,102)— (43,102)
Balances as of September 30, 202249,739,407 50 777,650 (396,559)2,931 384,072 
Issuance of prefunded warrants to purchase common stock92,778 92,778 
Issuance of common stock, net of issuance costs and underwriter fees6,810,658 7 149,847 149,854 
Foreign currency translation adjustment— — — — 158 158 
Unrealized loss on short-term investments— — — — 650 650 
Exercise of stock options60,921 — 500 — — 500 
Vesting of RSUs22,013 — — — — — 
Stock-based compensation expense— — 7,023 — — 7,023 
Net loss— — — (39,690)— (39,690)
Balances as of December 31, 202256,632,999 $57 $1,027,798 $(436,249)$3,739 $595,345 
Balances as of March 31, 202146,566,481 $47 $692,243 $(193,168)$(394)$498,728 
Foreign currency translation adjustment— 224 224 
Unrealized loss on short-term investments— (40)(40)
Exercise of stock options163,970 — 1,173 1,173 
Stock-based compensation expense— 6,250 6,250 
Net loss— (27,311)(27,311)
Balances as of June 30, 202146,730,451 47 699,666 (220,479)(210)479,024 
Foreign currency translation adjustment— — — — 219 219 
Exercise of stock options124,880 — 1,211 — — 1,211 
Stock-based compensation expense— — 6,313 — — 6,313 
Net loss— — — (29,355)— (29,355)
Balances as of September 30, 202146,855,331 47 707,190 (249,834)9 457,412 
Foreign currency translation adjustment— — — — 161161
Unrealized loss on short-term investments— — — — (351)(351)
Exercise of stock options350,985  4,043 — — 4,043 
Stock-based compensation expense— — 5,918 — — 5,918 
Net loss— — — (29,674)— (29,674)
Balances as of December 31, 202147,206,316 $47 $717,151 $(279,508)$(181)$437,509 
The accompanying notes are an integral part of these condensed consolidated financial statements.
6

Table of Contents
REPLIMUNE GROUP, INC.
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
(Amounts in thousands)
(Unaudited)
Nine Months Ended December 31,
20222021
Cash flows from operating activities:
Net loss$(125,045)$(86,340)
Adjustments to reconcile net loss to net cash used in operating activities:
Stock-based compensation expense21,209 18,481 
Depreciation1,919 1,598 
Noncash interest expense235  
Net amortization of premiums and discounts on short-term investments(1,782)1,792 
Changes in operating assets and liabilities:
Research and development incentives receivable812 700 
Prepaid expenses and other current assets(396)(934)
Operating lease, right-of-use-asset382 (29)
Finance lease, right-of-use-asset1,821 1,821 
Accounts payable357 1,193 
Accrued expenses and other current liabilities5,625 2,047 
Operating lease liabilities(391)48 
Net cash used in operating activities(95,254)(59,623)
Cash flows from investing activities:
Purchases of property, plant and equipment(2,019)(1,184)
Purchase of short-term investments(433,911)(192,546)
Proceeds from sales and maturities of short-term investments316,180 196,250 
Net cash used in investing activities(119,750)2,520 
Cash flows from financing activities:
Proceeds from issuance of common stock, net of underwriting fees and discounts150,102  
Proceeds from issuance of prefunded warrants to purchase common stock, net of underwriting fees and discounts92,778  
Proceeds from issuance of common stock through ATM sales, net of offering costs37,438  
Proceeds from long-term debt30,000  
Payment of debt issuance costs(1,846) 
Principal payment of finance lease obligation(262)(188)
Proceeds from exercise of stock options3,170 6,427 
Net cash provided by financing activities311,380 6,239 
Effect of exchange rate changes on cash, cash equivalents and restricted cash4,343 621 
Net decrease in cash, cash equivalents and restricted cash100,719 (50,243)
Cash, cash equivalents and restricted cash at beginning of period107,584 184,154 
Cash, cash equivalents and restricted cash at end of period$208,303 $133,911 
Supplemental disclosure of non-cash investing and financing activities:
Common stock issuance costs included in accrued expenses249  
Purchases of property and equipment included in accounts payable19 491 
Lease assets obtained in exchange for new operating lease liabilities 365 
The accompanying notes are an integral part of these condensed consolidated financial statements.
7

Table of Contents
REPLIMUNE GROUP, INC.
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(Dollars in thousands, except share and per share amounts)
(Unaudited)
1. Nature of the business
Replimune Group, Inc. (the “Company”) is a clinical-stage biotechnology company committed to applying its leading expertise in the field of oncolytic immunotherapy to transform the lives of cancer patients through its novel tumor-directed oncolytic immunotherapies. The Company's proprietary tumor-directed oncolytic immunotherapy product candidates are designed and 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: 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, 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. 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 $39.7 million and $29.7 million for the three months ended December 31, 2022 and 2021, respectively and net losses of $125.0 million and $86.3 million for the nine months ended December 31, 2022 and 2021, respectively. In addition, as of December 31, 2022, the Company had an accumulated deficit of $436.2 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.
Impact of the COVID-19 coronavirus
In December 2019, a novel strain of coronavirus, which causes the disease known as COVID-19, was reported to have surfaced in Wuhan, China. Since then, COVID-19 coronavirus has spread globally. In March 2020, the World Health Organization declared the COVID-19 outbreak a pandemic and the U.S. government imposed travel restrictions on travel between the United States, Europe and certain other countries. The impact of this pandemic has been, and may continue to be, extensive in many aspects of society, which has resulted, and may continue to result, in significant disruptions to the global economy as well as businesses and capital markets around the world.
The Company is continuing to generally monitor the spread of COVID-19 and, throughout the pandemic, has implemented measures designed to comply with applicable federal, state and local guidelines, as well as care for the Company's employee's health and well-being. The Company will continue to examine its protocols as the pandemic and health guidance evolves. The COVID-19 pandemic continues to affect the United States and global economies and has affected and may continue to affect the Company's operations and those of third parties on which it relies, including by causing disruptions in our raw material and supply of other materials, the manufacturing of its product candidates and its developing commercialization processes. However, the extent of these delays is currently unknown and has and will likely continue to vary. In addition, the Company may incur unforeseen costs as a result of disruptions in raw material supplies, clinical product supplies, and preclinical studies or clinical trial delays. The full extent to which the COVID-19 pandemic will directly or indirectly impact the Company's business, results of operations and financial condition will depend on future developments that are highly uncertain and cannot be accurately predicted, including new information that may emerge concerning COVID-19, the actions taken in an effort to contain it or to potentially treat or continue to vaccinate against COVID-19 and the economic impact on local, regional, national and international markets. The Company continues to monitor this situation and the possible effects on its financial condition, liquidity, operations, suppliers, supplies, industry and workforce.
8

Table of Contents
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 ("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.
The full extent to which the COVID-19 pandemic will directly or indirectly impact the Company's business, results of operations and financial condition, including, expenses, research and development costs and employee-related amounts, will depend on future developments that are highly uncertain, including as a result of new information that may emerge concerning COVID-19 and the actions taken to contain it or treat COVID-19. The Company has made estimates of the impact of COVID-19 within the Company's financial statements and there may be changes to those estimates in future periods.
On an ongoing basis, management evaluates its estimates in light of reasonable changes in circumstances, facts and experience. Changes in estimates are recorded in the period in which they become known. Actual results could differ from those estimates or assumptions.
Unaudited interim financial information
The accompanying consolidated balance sheet as of December 31, 2022, the consolidated statements of operations, of comprehensive loss and of stockholders’ equity for the three and nine months ended December 31, 2022 and 2021 and the consolidated statements of cash flows for the nine months ended December 31, 2022 and 2021 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, 2022 and the results of its operations for the three and nine months ended December 31, 2022 and 2021 and its cash flows for the nine months ended December 31, 2022 and 2021. The financial data and other information disclosed in these consolidated notes related to the three and nine months ended December 31, 2022 and 2021 are unaudited. The results for the three and nine months ended December 31, 2022 are not necessarily indicative of results to be expected for the year ending March 31, 2023, 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, 2022, which was filed with the Securities and Exchange Commission on May 19, 2022 (the "Annual Report").
During the three and nine months ended December 31, 2022, there have been no changes to the Company’s significant accounting policies as described in the Annual Report, except as described below.
Recently adopted accounting pronouncements
In June 2016, the FASB issued ASU No. 2016-13, Financial Instruments- Credit Losses (Topic 326). The standard changes how entities will measure credit losses for most financial assets and certain other instruments that are not measured at fair value through net income. Financial assets measured at amortized cost will be presented at the net amount expected to be collected by using an allowance for credit losses. The Company adopted ASU 2016-13 as of April 1, 2022. The adoption of ASU 2016-13 did not have a material impact on the Company's consolidated financial statements.
3. Fair value of financial assets and liabilities
9

Table of Contents
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
December 31, 2022 Using:
Level 1Level 2Level 3Total
Assets
Money market funds$ $174,237 $ $174,237 
US Government Agency bonds 140,840  140,840 
US Treasury bonds 268,867  268,867 
$ $583,944 $ $583,944 
Fair Value Measurements as of
March 31, 2022 Using:
Level 1Level 2Level 3Total
Assets
Money market funds$ $75,117 $ $75,117 
US Government Agency bonds 26,688  26,688 
US Treasury bonds 263,019  263,019 
$ $364,824 $ $364,824 
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, 2022 and 2021, there were no transfers between levels.
Valuation of cash equivalents and short-term investments
Money market funds, U.S. Government Agency bonds and U.S. 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 at December 31, 2022 and March 31, 2022.
4. Short-term investments
As of December 31, 2022 and March 31, 2022, the Company's available-for-sale investments by type consisted of the following:
December 31, 2022
Amortized
cost
Gross unrealized
gains
Gross unrealized
losses
Credit LossesFair value
US Government agency bonds$141,109 $46 $(315)$ $140,840 
US Treasury bonds269,393 18 (544) 268,867 
     Total$410,502 $64 $(859)$ $409,707 
March 31, 2022
Amortized costGross unrealized gainsGross unrealized lossesCredit LossesFair value
US Government agency bonds26,827  (139)$ 26,688 
US Treasury bonds264,162  (1,143) 263,019 
     Total $290,989 $ $(1,282)$ $289,707 

As of December 31, 2022, available-for-sale securities consisted of investments that mature within one year, with the exception of certain U.S. Government agency bonds which have maturities between one and two years and an aggregate fair value of $24.0 million. As of March 31, 2022, available-for-sale securities consisted of investments that mature within one year,
10

Table of Contents
with the exception of certain U.S. Government agency bonds and U.S. Treasury bonds which had maturities between one and two years and an aggregate fair value of $7.6 million.
5. Property, plant and equipment, net
Property, plant and equipment, net consisted of the following:
December 31, 2022March 31, 2022
Office equipment$1,113 $937 
Computer equipment1,899 1,667 
Plant and laboratory equipment9,042 7,720 
Leasehold improvements1,706 785 
Construction in progress633 1,619 
     Total property, plant and equipment14,393 12,728 
Less: Accumulated depreciation(6,714)(4,795)
     Property, plant and equipment, net$7,679 $7,933 
Depreciation expense was $682 and $1,919 for the three and nine months ended December 31, 2022 and $548 and $1,598 for the three and nine months ended December 31, 2021, respectively. Depreciation expense is 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:
December 31, 2022March 31, 2022
Accrued research and development costs$9,999 $5,882 
Accrued compensation and benefits costs7,339 5,569 
Accrued professional fees674 621 
Other1,146 1,320 
     Total accrued expenses and other current liabilities$19,158 $13,392 

7 Debt
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, can draw down an additional $30.0 million on or prior to September 30, 2023, as well 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 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
11

Table of Contents
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 us to maintain certain levels of cash 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 December 31, 2022, the amount accrued for the final payment is $0.1 million.

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 $0.3 million were recorded in other assets as of December 31, 2022 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, 2022 was $0.9 million.

The summary of obligations under the term loan as of December 31, 2022 consisted of the following (in thousands):
December 31, 2022
Principal loan balance$30,109 
Facility charge and diligence fee(328)
Unamortized issuance costs(1,465)
Accumulated end of term fee74 
      Long term debt, net $28,390 



The annual principal payments due under the Loan Agreement as of December 31, 2022 were as follows:

December 31, 2022
2023 (remaining 3 months) 
2024 
2025 
2026 
202713,438 
Thereafter18,701 
Total$32,139 

The table of future payments of long-term debt excludes the end of term charge of $1.5 million, which is due upon the maturity of the loan
8 Stockholders’ equity
Common stock
12

Table of Contents
As of December 31, 2022 and March 31, 2022, 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 8) and the exercise of the outstanding warrants to purchase shares of common stock as follows:
December 31, 2022March 31, 2022
Stock options, issued and outstanding7,510,458 6,514,334 
Restricted stock units1,353,745 826,213 
Stock options and restricted stock units, future issuance2,194,816 1,933,300 
Employee stock purchase plan, available for future grants2,076,603 1,550,375 
Pre-IPO warrants to purchase common stock497,344 497,344 
Pre-funded warrants9,484,238 5,284,238 
     Total shares of common stock reserved for future issuance23,117,204 16,605,804 
Undesignated preferred stock
As of December 31, 2022, 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, 2022.
ATM program
On August 11, 2020, the Company and the SVB Leerink LLC (the "Agent") entered into a sales agreement, which was subsequently amended on October 21, 2020 (as amended, the “2020 Sales Agreement”), pursuant to which the Company could sell, from time to time, at its option, up to an aggregate of $62.5 million of shares of the Company’s common stock, $0.001 par value per share, through the Agent, as the Company’s sales agent.
During the nine months ended December 31, 2022, the Company settled transactions that occurred pursuant to the 2020 Sales Agreement, whereby the Company issued and sold an aggregate of 1,686,438 shares of its common stock, resulting in gross proceeds of $32.0 million, before deducting fees of $1.0 million. The Company did not issue or sell any shares under the 2020 Sales Agreement during the nine months ended December 31, 2021.
On June 23, 2022, the 2020 Sales Agreement was terminated by the execution by the Company and the Agent of a new sales agreement (the “2022 Sales Agreement”). Under the 2022 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 per share (the “Shares”), through the Agent, as the Company’s sales agent.
Any Shares to be offered and sold under the 2022 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 June 23, 2022 for an offering of up to $400.0 million 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 2022 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 nine months ended December 31, 2022, pursuant to the 2022 Sales Agreement, the Company issued and sold an aggregate of 340,000 shares of its common stock, resulting in gross proceeds of $6.7 million, before deducting fees of $0.3 million. The Company cannot provide any assurances that it will issue any additional Shares pursuant to the 2022 Sales Agreement.
13

Table of Contents
The Company did not issue or sell any shares under the 2020 Sales Agreement or the 2022 Sales Agreement during the three and nine months ended December 31, 2022.
Equity offerings
In November 2019, the Company completed a public offering of (a) 4,516,561 shares of the Company's common stock at a public offering price of $13.61 per share, and (b) pre-funded warrants to purchase 2,200,000 shares of the Company's common stock at a public offering price of $13.6099 per warrant. The Company received aggregate net proceeds of approximately $85,598 after deducting underwriting discounts, commissions and other offering expenses payable by the Company of approximately $5,814.
In June 2020, the Company completed a public offering of (a) 3,478,261 shares of the Company’s common stock (the “June 2020 Shares”), inclusive of the June 2020 Underwriters fully exercised 30-day option to purchase 652,173 shares of the Company's common stock at a public offering price of $23.00 per share, and (b) pre-funded warrants to purchase 1,521,738 shares of the Company’s common stock at a public offering price of $22.9999 per warrant. The Company received aggregate net proceeds of approximately $107,782 after deducting underwriting discounts, commissions and other offering expenses payable by the Company of approximately $7,217.
In October 2020, the Company completed a public offering of (a) 5,625,000 shares of the Company’s common stock, inclusive of the underwriters 30-day option to purchase up to an additional 937,500 shares of the Company’s common stock, at a public offering price of $40.00 per share and (b) pre-funded warrants to purchase 1,562,500 shares of the Company’s common stock at a public offering price of $39.9999 per warrant. The Company received aggregate net proceeds of approximately $269,975 after deducting underwriting discounts, commissions and other offering expenses payable by the Company of approximately $17,525.
In December 2022, the Company completed a public offering of (a) 6,810,658 shares of the Company’s common stock, inclusive of the underwriters 30-day option to purchase up to an additional 1,436,172 shares of the Company’s common stock, at a public offering price of $23.50 per share and (b) pre-funded warrants to purchase 4,200,000 shares of the Company’s common stock at a public offering price of $23.4999 per warrant. The Company received aggregate net proceeds of approximately $242,631 after deducting underwriting discounts, commissions and other offering expenses payable by the Company of approximately $16,119.
9 Pre-funded Warrants
The pre-funded warrants described above 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 a pre-funded warrant may increase or decrease this percentage up to 19.99% by providing at least 61 days’ prior notice to the Company.
The 9,484,238 shares of the Company's common stock underlying the above described pre-funded warrants, 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 10. As of December 31, 2022, no pre-funded warrants had been exercised.
10 Stock-based compensation
Stock-based compensation expense
Stock-based compensation expense was classified in the consolidated statements of operations as follows:
Three Months Ended
December 31,
Nine Months Ended
December 31,
2022202120222021
Research and development$2,600 $1,829 $7,743 $6,514 
Selling, general and administrative4,423 4,089 13,466 11,967 
$7,023 $5,918 $21,209 $18,481 
14

Table of Contents

     The following table summarizes stock-based compensation expense by award type for the three and nine months ended December 31, 2022 and 2021:
Three Months Ended
December 31,
Nine Months Ended December 31,
2022202120222021
Stock options$4,811 $4,517 $14,815 $14,785 
Restricted stock units2,212 1,401 6,394 3,696 
$7,023 $5,918 $21,209 $18,481 
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 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 none remained available for future grants as of December 31, 2022. 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 awards. The number of shares of common stock 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 the 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 common stock outstanding on the last trading day in the immediately preceding fiscal year, which includes for these purposes, the 5,284,238 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, 2022, the number of shares reserved for issuance under the 2018 Plan automatically increased by 2,104,915 shares pursuant to the terms of the 2018 Plan and based on total
15

Table of Contents
number of shares of common stock outstanding on March 31, 2022. On April 1, 2021, the number of shares reserved for issuance under the 2018 Plan automatically increased by 2,074,028 shares pursuant to the terms of the 2018 Plan. As of December 31, 2022, 2,194,816 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 the 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 restricted stock units ("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 of the date of grant and the subsequent installments occurring on the subsequent three annual anniversaries of the designated vesting date.
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 that was filed in connection with the Company’s IPO. The total shares of common stock initially reserved for issuance under the ESPP is 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 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 9,484,238 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, 2022 and 2021, the number of shares reserved for issuance under the ESPP automatically increased by 526,228 and 518,507 shares respectively, for a total of 2,076,603 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 Grants
In May 2021, the Company granted an equity award to a newly hired executive as a material inducement to enter into employment with the Company. The grant constitutes an "employment inducement grant" 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 grant included a nonqualified stock option to purchase up to 125,000 shares of the Company's common stock, as well as a restricted stock unit grant representing 88,333 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 grant is included in the stock option and RSU award tables below.
In December 2022, the Company granted an equity award to a newly hired executive as a material inducement to enter into employment with the Company. The grant constitutes an "employment inducement grant" 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 grant included a nonqualified stock option to purchase up to 82,500 shares of the Company's common stock, as well as a restricted stock unit grant representing 55,000 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 grant is included in the stock option and RSU award tables below.
Stock option valuation
16

Table of Contents
The fair value of stock option grants is estimated using the Black-Scholes option-pricing model. As the Company has limited company-specific historical and implied volatility information, the expected stock volatility is based on a combination of Replimune volatility and the historical volatility of a publicly traded set of peer companies. 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. The expected term of stock options granted to non-employees is equal to the contractual term of the option award. The risk-free interest rate is determined by reference to the U.S. Treasury yield curve in effect at the time of grant of the award for time periods approximately equal to the expected term of the 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.
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
December 31,
2022202120222021
Risk-free interest rate3.93 %1.27 %2.78 %1.12 %
Expected term (in years)6.16.06.06.0
Expected volatility73.7 %78.3 %75.3 %80.0 %
Expected dividend yield0 %0 %0 %0 %
Stock options
The following table summarizes the Company’s stock option activity:
Number of
Shares
Weighted
Average
Exercise
Price
Weighted
Average
Contractual
Term (Years)
Aggregate
Intrinsic
Value
Outstanding as of March 31, 20226,514,334 $16.78 7.26$30,358 
Granted1,514,524 $18.78 
Exercised(273,201)$11.61 
Cancelled(245,199)$22.75 
Outstanding as of December 31, 20227,510,458 $17.17 7.12$85,400 
Options exercisable as of March 31, 20223,645,749 $10.85 6.31$24,875 
Options exercisable as of December 31, 20224,504,534 $14.07 6.14$63,812 
As of December 31, 2022, there was $39.4 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, 2022 and 2021 was $12.64 and $22.25, respectively. The aggregate intrinsic value of stock options exercised during the nine months ended December 31, 2022 was $2.3 million.
Restricted stock units
17

Table of Contents
A summary of the changes in the Company's RSUs during the nine months ended December 31, 2022 is as follows:
Number of Restricted SharesWeighted
Average
Grant Date Fair Value
Outstanding as of March 31, 2022826,213 31.38 
Granted782,862 18.93 
Vested(184,042)32.38 
Cancelled(71,288)26.38 
Outstanding as of December 31, 20221,353,745 24.30 
As of December 31, 2022, there was $