REPL / Replimune Group, Inc. - SEC-Einreichungen, Jahresbericht, Proxy Statement

Replimune Announces Planned RP1 BLA Resubmission Following Productive Discussion with FDA

Exhibit 99.1 Replimune Announces Planned RP1 BLA Resubmission Following Productive Discussion with FDA WOBURN, Mass., May 29, 2026 (GLOBE NEWSWIRE) - Replimune Group, Inc. (NASDAQ: REPL), a clinical-stage biotechnology company pioneering the development of novel oncolytic immunotherapies, today announced that following collaborative communications with the U.S. Food and Drug Administration (FDA),

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): May 29, 2026 REPLIMUNE GROUP, INC

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): May 29, 2026 REPLIMUNE GROUP, INC. (Exact name of registrant as specified in its charter) Delaware 001-38596 82-2082553 (State or other jurisdiction of incorporation) (Commission File

Replimune Receives Complete Response Letter from the FDA for RP1 Biologics License Application for the Treatment of Advanced Melanoma

Exhibit 99.1 Replimune Receives Complete Response Letter from the FDA for RP1 Biologics License Application for the Treatment of Advanced Melanoma WOBURN, Mass., April 10, 2026 (GLOBE NEWSWIRE) – Replimune Group, Inc. (NASDAQ: REPL), a clinical stage biotechnology company pioneering the development of novel oncolytic immunotherapies, today announced that the company received a complete response le

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): April 10, 2026 REPLIMUNE GROUP, I

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): April 10, 2026 REPLIMUNE GROUP, INC. (Exact name of registrant as specified in its charter) Delaware 001-38596 82-2082553 (State or other jurisdiction of incorporation) (Commission Fi

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q

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, 2025 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. 2018 OMNIBUS INCENTIVE COMPENSATION PLAN RESTRICTED STOCK UNIT GRANT AGREEMENT

December 2025 – Strategic Initiative UK Form REPLIMUNE GROUP, INC. 2018 OMNIBUS INCENTIVE COMPENSATION PLAN RESTRICTED STOCK UNIT GRANT AGREEMENT Participant: %%FIRSTNAME%-% %%LASTNAME%-% Date of Grant: %%OPTIONDATE,'Month DD, YYYY'%-% Restricted Units Granted: %%TOTALSHARESGRANTED,'999,999,999'%-% RECITALS The Replimune Group, Inc. 2018 Omnibus Incentive Compensation Plan and the Sub-Plan for U.K

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): February 3, 2026 REPLIMUNE GROUP,

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): February 3, 2026 REPLIMUNE GROUP, INC. (Exact name of registrant as specified in its charter) Delaware 001-38596 82-2082553 (State or other jurisdiction of incorporation) (Commission

REPLIMUNE GROUP, INC. 2018 OMNIBUS INCENTIVE COMPENSATION PLAN RESTRICTED STOCK UNIT GRANT AGREEMENT

December 2025 – Strategic Initiative U.S Form REPLIMUNE GROUP, INC. 2018 OMNIBUS INCENTIVE COMPENSATION PLAN RESTRICTED STOCK UNIT GRANT AGREEMENT Participant: %%FIRSTNAME%-% %%LASTNAME%-% Date of Grant: %%OPTIONDATE,'Month DD, YYYY'%-% Restricted Units Granted: %%TOTALSHARESGRANTED,'999,999,999'%-% RECITALS The Replimune Group, Inc. 2018 Omnibus Incentive Compensation Plan (the “Plan”) provides f

Replimune Reports Fiscal Third Quarter 2026 Financial Results and Provides Corporate Update April 10, 2026 Target Action Date for RP1 in Advanced Melanoma

Exhibit 99.1 Replimune Reports Fiscal Third Quarter 2026 Financial Results and Provides Corporate Update April 10, 2026 Target Action Date for RP1 in Advanced Melanoma Woburn, MA, February 3, 2026 – Replimune Group, Inc. (Nasdaq: REPL), a clinical stage biotechnology company pioneering the development of novel oncolytic immunotherapies, today announced financial results for the fiscal third quarte

THIRD AMENDMENT LOAN AND SECURITY AGREEMENT

Execution Version CERTAIN IDENTIFIED INFORMATION HAS BEEN REDACTED FROM THIS EXHIBIT FOR SECURITY PURPOSES THIRD AMENDMENT TO LOAN AND SECURITY AGREEMENT This Third Amendment to Loan and Security Agreement (this “Amendment”) is dated as of January 29, 2026 and is entered into by and among Replimune Group, Inc.

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): January 12, 2026 REPLIMUNE GROUP,

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): January 12, 2026 REPLIMUNE GROUP, INC. (Exact name of registrant as specified in its charter) Delaware 001-38596 82-2082553 (State or other jurisdiction of incorporation) (Commission

© 2026 Replimune Group Inc. JPM 2026 Presentation Click to edit Master title style 1 Click to edit Master text styles Igniting a systemic immune response to cancer with oncolytic immunotherapy January 14, 2026 JPM Healthcare Conference

Exhibit 99.1 © 2026 Replimune Group Inc. JPM 2026 Presentation Click to edit Master title style 1 Click to edit Master text styles Igniting a systemic immune response to cancer with oncolytic immunotherapy January 14, 2026 JPM Healthcare Conference © 2025 Replimune Group Inc. © 2026 Replimune Group Inc. 2 Safe harbor Any statements contained herein that are not statements of historical facts may b

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q

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 September 30, 2025 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

As filed with the Securities and Exchange Commission on November 6, 2025

TABLE OF CONTENTS As filed with the Securities and Exchange Commission on November 6, 2025 Registration Statement No.

Replimune Reports Fiscal Second Quarter 2026 Financial Results and Provides Corporate Update

Exhibit 99.1 Replimune Reports Fiscal Second Quarter 2026 Financial Results and Provides Corporate Update Woburn, MA, November 6, 2025 – Replimune Group, Inc. (Nasdaq: REPL), a clinical stage biotechnology company pioneering the development of novel oncolytic immunotherapies, today announced financial results for the fiscal second quarter ended September 30, 2025 and provided a business update. Th

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): November 6, 2025 REPLIMUNE GROUP,

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): November 6, 2025 REPLIMUNE GROUP, INC. (Exact name of registrant as specified in its charter) Delaware 001-38596 82-2082553 (State or other jurisdiction of incorporation) (Commission

Replimune Announces FDA Acceptance of BLA Resubmission of RP1 for the Treatment of Advanced Melanoma Prescription Drug User Fee Act (PDUFA) target action date set for April 10, 2026

Exhibit 99.1 Replimune Announces FDA Acceptance of BLA Resubmission of RP1 for the Treatment of Advanced Melanoma Prescription Drug User Fee Act (PDUFA) target action date set for April 10, 2026 WOBURN, Mass., October 20, 2025 - Replimune Group, Inc. (NASDAQ: REPL), a clinical stage biotechnology company pioneering the development of novel oncolytic immunotherapies, today announced that the U.S. F

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): October 20, 2025 REPLIMUNE GROUP,

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): October 20, 2025 REPLIMUNE GROUP, INC. (Exact name of registrant as specified in its charter) Delaware 001-38596 82-2082553 (State or other jurisdiction of incorporation) (Commission

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): September 16, 2025 REPLIMUNE GROU

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): September 16, 2025 REPLIMUNE GROUP, INC. (Exact name of registrant as specified in its charter) Delaware 001-38596 82-2082553 (State or other jurisdiction of incorporation) (Commissio

Replimune Provides Update Following Type A Meeting with FDA

Exhibit 99.1 Replimune Provides Update Following Type A Meeting with FDA WOBURN, Mass., Sept 18, 2025 – Replimune Group, Inc. (NASDAQ: REPL), a clinical stage biotechnology company pioneering the development of novel oncolytic immunotherapies, today announced that the company completed a Type A meeting with the U.S. Food and Drug Administration (FDA) on September 16th to discuss the complete respo

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): September 2, 2025 REPLIMUNE GROUP

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): September 2, 2025 REPLIMUNE GROUP, INC. (Exact name of registrant as specified in its charter) Delaware 001-38596 82-2082553 (State or other jurisdiction of incorporation) (Commission

Replimune Announces Type A Meeting Scheduled with FDA

Exhibit 99.1 Replimune Announces Type A Meeting Scheduled with FDA Woburn, MA, Sept. 2, 2025 – Replimune Group, Inc. (Nasdaq: REPL), a clinical stage biotechnology company pioneering the development of novel oncolytic immunotherapies, today announced that a Type A meeting with the U.S. Food and Drug Administration (FDA) has been scheduled to discuss the complete response letter (CRL) for the Compa

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): August 7, 2025 REPLIMUNE GROUP, I

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): August 7, 2025 REPLIMUNE GROUP, INC. (Exact name of registrant as specified in its charter) Delaware 001-38596 82-2082553 (State or other jurisdiction of incorporation) (Commission Fi

Replimune Reports Fiscal First Quarter 2026 Financial Results and Provides Corporate Update

Exhibit 99.1 Replimune Reports Fiscal First Quarter 2026 Financial Results and Provides Corporate Update Woburn, MA, August 7, 2025 – Replimune Group, Inc. (Nasdaq: REPL), a clinical stage biotechnology company pioneering the development of novel oncolytic immunotherapies, today announced financial results for the fiscal first quarter ended June 30, 2025 and provided a business update. The Company

Amendment to Consulting Agreement, dated as of May 30, 2025, by and between Robert Coffin and Replimune, Inc.

Amendment to Consulting Agreement This Amendment First to Consulting Agreement (the “1st Amendment”) is entered into as of May 30, 2025 (the “Amendment Effective Date”) by and between Replimune, Inc.

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q

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 June 30, 2025 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 REPL

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment )

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment ) Filed by the Registrant x Filed by a Party other than the Registrant ¨ Check the appropriate box: ¨ Preliminary Proxy Statement ¨ Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) ¨ Definitiv

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment     )

TABLE OF CONTENTS UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment     ) Filed by the Registrant ☒ Filed by a Party other than the Registrant ☐ Check the appropriate box: ☐ Preliminary Proxy Statement ☐ Confidential, for Use of the Commission Only (as permitted by Rule 14

ARS

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K  ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended March 31, 2025 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

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): July 21, 2025 REPLIMUNE GROUP, IN

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): July 21, 2025 REPLIMUNE GROUP, INC. (Exact name of registrant as specified in its charter) Delaware 001-38596 82-2082553 (State or other jurisdiction of incorporation) (Commission Fil

Replimune Receives Complete Response Letter from FDA for RP1 Biologics License Application for the Treatment of Advanced Melanoma

Exhibit 99.1 Replimune Receives Complete Response Letter from FDA for RP1 Biologics License Application for the Treatment of Advanced Melanoma WOBURN, Mass., July 22, 2025 (GLOBE NEWSWIRE) - Replimune Group, Inc. (NASDAQ: REPL), a clinical stage biotechnology company pioneering the development of novel oncolytic immunotherapies, today announced that the U.S. Food and Drug Administration (FDA) has

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): June 24, 2025 REPLIMUNE GROUP, IN

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): June 24, 2025 REPLIMUNE GROUP, INC. (Exact name of registrant as specified in its charter) Delaware 001-38596 82-2082553 (State or other jurisdiction of incorporation) (Commission Fil

LETTER

May 30, 2025 Sushil Patel Chief Executive Officer Replimune Group, Inc. 500 Unicorn Park Drive, Suite 303 Woburn, MA 01801 Re: Replimune Group, Inc. Registration Statement on Form S-3 Filed May 23, 2025 File No. 333-287536 Dear Sushil Patel: This is to advise you that we have not reviewed and will not review your registration statement. Please refer to Rules 460 and 461 regarding requests for acce

Filing Fee Table

Exhibit 107 Calculation of Filing Fee Tables S-3 (Form Type) Replimune Group, Inc.

Form of Indenture to be entered into between registrant and trustee acceptable to the Replimune Group, Inc.

Exhibit 4.8 REPLIMUNE GROUP, Inc. INDENTURE Dated as of [●] [●] Trustee TABLE OF CONTENTS Page ARTICLE 1 DEFINITIONS SECTION 1.01.   Certain Terms Defined 1 SECTION 1.02.   Other Definitions 5 SECTION 1.03.   Rules of Construction 5 ARTICLE 2 SECURITY FORMS SECTION 2.01.   Forms Generally 5 SECTION 2.02.   Guarantees by Guarantor; Form of Guarantee; Release of Guarantee 5 SECTION 2.03.   Form of T

As filed with the Securities and Exchange Commission on May 22, 2025

TABLE OF CONTENTS As filed with the Securities and Exchange Commission on May 22, 2025 Registration Statement No.

Filing Fee Table

Exhibit 107 Calculation of Filing Fee Tables Form S-3 (Form Type) Replimune Group, Inc.

As filed with the Securities and Exchange Commission on May 22, 2025

As filed with the Securities and Exchange Commission on May 22, 2025 Registration No.

Filing Fee Table

Exhibit 107 CALCULATION OF REGISTRATION FEE Form S-8 (Form Type) Replimune Group, Inc.

As filed with the Securities and Exchange Commission on May 22, 2025

TABLE OF CONTENTS As filed with the Securities and Exchange Commission on May 22, 2025 Registration Statement No.

Amendment No. 3 to Sales Agreement, dated as of May 22, 2025, by and between Replimune Group, Inc. and Leerink Partners LLC

Exhibit 1.5 AMENDMENT NO. 3 TO THE SALES AGREEMENT LEERINK PARTNERS LLC 1301 Avenue of the Americas, 5th Floor New York, New York 10019 Ladies and Gentlemen: This Amendment No. 3 to the Sales Agreement (this “Amendment”) is entered into as of May 22, 2025 (the “Effective Date”) by Replimune Group, Inc., a Delaware corporation (the “Company”), and Leerink Partners LLC, as sales agent (the “Agent”).

Amendment No. 2 to Sales Agreement, dated as of November 25, 2024, by and between Replimune Group, Inc. and Leerink Partners LLC

Exhibit 1.4 AMENDMENT NO. 2 TO THE SALES AGREEMENT LEERINK PARTNERS LLC 1301 Avenue of the Americas, 12th Floor New York, New York 10019 Ladies and Gentlemen: This Amendment No. 2 to the Sales Agreement (this “Amendment”) is entered into as of November 25, 2024 by Replimune Group, Inc., a Delaware corporation (the “Company”), and Leerink Partners LLC, as sales agent (the “Agent”). The Company and

Subsidiaries of the Registrant.

EXHIBIT 21.1 Subsidiaries of Replimune Group, Inc. Name of Subsidiary Jurisdiction Replimune, Inc. Delaware Replimune Limited United Kingdom Replimune Securities Corporation Massachusetts Replimune (Ireland) Limited Ireland EU1/ 55029326.1

Exhibit 4.3

DESCRIPTION OF THE REGISTRANT’S SECURITIES REGISTERED PURSUANT TO SECTION 12 OF THE SECURITIES EXCHANGE ACT OF 1934 The following description sets forth certain material terms and provisions of Replimune Group, Inc.

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): May 22, 2025 REPLIMUNE GROUP, INC

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): May 22, 2025 REPLIMUNE GROUP, INC. (Exact name of registrant as specified in its charter) Delaware 001-38596 82-2082553 (State or other jurisdiction of incorporation) (Commission File

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K

TABLE OF CONTENTS UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K x ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended March 31, 2025 OR o 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 R

Insider Trading Policy

REPLIMUNE GROUP, INC. AMENDED AND RESTATED INSIDER TRADING POLICY I. Introduction The purpose of this insider trading policy (the “Policy”) is to reduce the risk that any employee, executive officer or member of the Board of Directors (the “Board”) of Replimune Group, Inc. or any of its subsidiaries or certain family members might be found to have engaged in insider trading in violation of securit

Replimune Reports Fiscal Fourth Quarter and Year End 2025 Financial Results and Provides Corporate Update · BLA priority review of RP1 plus nivolumab in advanced melanoma proceeding on schedule; manufacturing inspections and late cycle review meeting

Exhibit 99.1 Replimune Reports Fiscal Fourth Quarter and Year End 2025 Financial Results and Provides Corporate Update · BLA priority review of RP1 plus nivolumab in advanced melanoma proceeding on schedule; manufacturing inspections and late cycle review meeting complete · Full commercial infrastructure for launch in place ahead of July 22nd PDUFA date · Conference call today at 8:00 AM ET Woburn

eplimune Group, Inc. Cla

REPLIMUNE GROUP, INC. CLAWBACK POLICY Article I. PURPOSE AND GENERAL TERMS Section 1.Purpose. (a)Replimune Group, Inc. (the “Company”) has adopted this Compensation Recoupment Policy (this “Policy”) to implement a mandatory clawback policy in the event of a Restatement in compliance with the applicable rules of the Nasdaq Stock Market (“Nasdaq”), which is set forth in Article 2 of this Policy. (b)

As filed with the Securities and Exchange Commission on April 25, 2025

As filed with the Securities and Exchange Commission on April 25, 2025 Registration No.

Replimune Group, Inc. 2025 Inducement Grant Incentive Compensation Plan.

Exhibit 99.3 REPLIMUNE GROUP, INC. 2025 INDUCEMENT GRANT INCENTIVE COMPENSATION PLAN Effective as of April 24, 2025 (the “Effective Date”), the Replimune Group, Inc. 2025 Inducement Grant Incentive Compensation Plan, as in effect from time to time (the “Plan”) is hereby established. The Plan is intended to assist the Company and its subsidiaries in attracting and retaining Employees (as defined be

Filing Fee Table

Exhibit 107 CALCULATION OF REGISTRATION FEE Form S-8 (Form Type) Replimune Group, Inc.

As filed with the Securities and Exchange Commission on March 14, 2025

As filed with the Securities and Exchange Commission on March 14, 2025 Registration No.

Filing Fee Table

Exhibit 107 CALCULATION OF REGISTRATION FEE Form S-8 (Form Type) Replimune Group, Inc.

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers, Entry into a Material Definitive Agreement, Financial Statements and Exhibits

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): March 5, 2025 REPLIMUNE GROUP, INC. (Exact name of registrant as specified in its charter) Delaware 001-38596 82-2082553 (State or other jurisdiction of incorporation) (Commission Fil

Form of Registration Rights Agreement (incorporated by reference to Exhibit 10.1 to the Company’s Current Report on Form 8-K filed with the SEC on March 7, 2025)

Exhibit 10.1 REGISTRATION RIGHTS AGREEMENT This Registration Rights Agreement (this “Agreement”) is made as of March 5, 2025 by and among Replimune Group, Inc., a Delaware corporation (the “Company”), and the Persons listed on the attached Schedule A who are signatories to this Agreement (each an “Investor”, and collectively, the “Investors”). Unless otherwise defined herein, capitalized terms use

LETTER

February 20, 2025 Emily Hill Chief Financial Officer Replimune Group, Inc. 500 Unicorn Park Drive, Suite 303 Woburn, MA 01801 Re: Replimune Group, Inc. Form 10-K for Fiscal Year Ended March 31, 2024 File No. 001-38596 Dear Emily Hill: We have completed our review of your filing. We remind you that the company and its management are responsible for the accuracy and adequacy of their disclosures, no

Replimune Reports Fiscal Third Quarter 2025 Financial Results and Provides Corporate Update ·     U.S. Food and Drug Administration (FDA) recently accepted the Biologics License Application (BLA) for RP1 plus nivolumab in advanced melanoma for priori

Exhibit 99.1 Replimune Reports Fiscal Third Quarter 2025 Financial Results and Provides Corporate Update ·     U.S. Food and Drug Administration (FDA) recently accepted the Biologics License Application (BLA) for RP1 plus nivolumab in advanced melanoma for priority review with a PDUFA date of July 22, 2025 ·     IGNYTE-3 confirmatory trial of RP1(vusolimogene oderparepvec) plus nivolumab in advanc

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): February 12, 2025 REPLIMUNE GROUP

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): February 12, 2025 REPLIMUNE GROUP, INC. (Exact name of registrant as specified in its charter) Delaware 001-38596 82-2082553 (State or other jurisdiction of incorporation) (Commission

As filed with the Securities and Exchange Commission on February 12, 2025

As filed with the Securities and Exchange Commission on February 12, 2025 Registration No.

Filing Fee Table

Exhibit 107 CALCULATION OF REGISTRATION FEE Form S-8 (Form Type) Replimune Group, Inc.

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q

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, 2024 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

February 10, 2025

February 10, 2025 Securities and Exchange Commission Division of Corporation Finance Office of Life Sciences 100 F Street, N.

LETTER

January 27, 2025 Emily Hill Chief Financial Officer Replimune Group, Inc. 500 Unicorn Park Drive, Suite 303 Woburn, MA 01801 Re: Replimune Group, Inc. Form 10-K for Fiscal Year Ended March 31, 2024 File No. 001-38596 Dear Emily Hill: We have limited our review of your filing to the financial statements and related disclosures and have the following comment. Please respond to this letter within ten

Financial Statements and Exhibits, Other Events

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): January 21, 2025 REPLIMUNE GROUP, INC. (Exact name of registrant as specified in its charter) Delaware 001-38596 82-2082553 (State or other jurisdiction of incorporation) (Commission

PDUFA action date of July 22, 2025, with priority review

Exhibit 99.1 Replimune Announces Biologics License Application Acceptance and Priority Review for RP1 for the Treatment of Advanced Melanoma January 21, 2025 PDUFA action date of July 22, 2025, with priority review WOBURN, Mass., Jan. 21, 2025 (GLOBE NEWSWIRE) - Replimune Group, Inc. (NASDAQ: REPL), a clinical stage biotechnology company pioneering the development of novel oncolytic immunotherapie

Filing Fee Table

Exhibit 107 CALCULATION OF REGISTRATION FEE Form S-8 (Form Type) Replimune Group, Inc.

As filed with the Securities and Exchange Commission on January 17, 2025

As filed with the Securities and Exchange Commission on January 17, 2025 Registration No.

As filed with the Securities and Exchange Commission on December 20, 2024

As filed with the Securities and Exchange Commission on December 20, 2024 Registration No.

Filing Fee Table

Exhibit 107 CALCULATION OF REGISTRATION FEE Form S-8 (Form Type) Replimune Group, Inc.

Form of Pre-Funded Warrant

Exhibit 4.1 REPLIMUNE GROUP, INC. FORM OF WARRANT TO PURCHASE COMMON STOCK Number of Shares: [●] (subject to adjustment) Warrant No. [●] Original Issue Date: [●], 2024 Replimune Group, Inc., a Delaware corporation (the “Company”), hereby certifies that, for good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, [●] or its registered assigns (the “Holder”), i

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K/A CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): November 25, 2024 REPLIMUNE GRO

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K/A CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): November 25, 2024 REPLIMUNE GROUP, INC. (Exact name of registrant as specified in its charter) Delaware 001-38596 82-2082553 (State or other jurisdiction of incorporation) (Commissi

Form of Pre-Funded Warrant

Exhibit 4.1 REPLIMUNE GROUP, INC. FORM OF WARRANT TO PURCHASE COMMON STOCK Number of Shares: [●] (subject to adjustment) Warrant No. [●] Original Issue Date: [●], 2024 Replimune Group, Inc., a Delaware corporation (the “Company”), hereby certifies that, for good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, [●] or its registered assigns (the “Holder”), i

Replimune Announces Proposed Public Offering

Exhibit 99.1 Replimune Announces Proposed Public Offering WOBURN, Mass., Nov. 25, 2024 (GLOBE NEWSWIRE) - Replimune Group, Inc. (Nasdaq: REPL), a clinical stage biotechnology company pioneering the development of novel oncolytic immunotherapies, today announced a proposed public offering of $125 million of shares of its common stock and pre-funded warrants to purchase shares of common stock. All s

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): November 25, 2024 REPLIMUNE GROUP

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): November 25, 2024 REPLIMUNE GROUP, INC. (Exact name of registrant as specified in its charter) Delaware 001-38596 82-2082553 (State or other jurisdiction of incorporation) (Commission

Replimune Announces Pricing of Upsized Public Offering

Exhibit 99.2 Replimune Announces Pricing of Upsized Public Offering November 25, 2024 BOSTON, November 25, 2024 (GLOBE NEWSWIRE) - Replimune Group, Inc. (Nasdaq: REPL), a clinical stage biotechnology company pioneering the development of novel oncolytic immunotherapies, today announced the pricing of its public offering of 6,923,000 shares of its common stock at a public offering price of $13.00 p

Underwriting Agreement dated November 25, 2024

Exhibit 1.1 ExECUTION VERSION Replimune Group, Inc. 6,923,000 Shares of Common Stock Pre-Funded Warrants to Purchase 3,846,184 Shares of Common Stock Underwriting Agreement November 25, 2024 LEERINK PARTNERS LLC 1301 Avenue of the Americas, 5th Floor New York, New York 10019 Ladies and Gentlemen: Replimune Group, Inc., a Delaware corporation (the “Company”), proposes to issue and sell to Leerink P

Replimune Group, Inc. 6,923,000 shares of common stock Pre-funded warrants to purchase 3,846,184 shares of common stock

TABLE OF CONTENTS  Filed pursuant to Rule 424(b)(5)  Registration No. 333-273633 Prospectus supplement (To prospectus dated July 22, 2024) Replimune Group, Inc. 6,923,000 shares of common stock Pre-funded warrants to purchase 3,846,184 shares of common stock We are offering 6,923,000 shares of our common stock and, in lieu of common stock to certain investors, pre-funded warrants to purchase 3,846

Other Events

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): November 25, 2024 REPLIMUNE GROUP, INC. (Exact name of registrant as specified in its charter) Delaware 001-38596 82-2082553 (State or other jurisdiction of incorporation) (Commission

Subject to completion, dated November 25, 2024

TABLE OF CONTENTS The information in this preliminary prospectus supplement is not complete and may be changed.

Replimune Receives Breakthrough Therapy Designation for RP1 and Submits RP1 Biologics License Application to the FDA under the Accelerated Approval Pathway

Exhibit 99.1 Replimune Receives Breakthrough Therapy Designation for RP1 and Submits RP1 Biologics License Application to the FDA under the Accelerated Approval Pathway WOBURN, Mass., November 21, 2024 – Replimune Group, Inc. (NASDAQ: REPL), a clinical stage biotechnology company pioneering the development of novel oncolytic immunotherapies, today announced that it has submitted a biologics licens

Regulation FD Disclosure, Financial Statements and Exhibits, Other Events

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): November 21, 2024 REPLIMUNE GROUP, INC. (Exact name of registrant as specified in its charter) Delaware 001-38596 82-2082553 (State or other jurisdiction of incorporation) (Commission

As filed with the Securities and Exchange Commission on November 19, 2024

As filed with the Securities and Exchange Commission on November 19, 2024 Registration No.

Filing Fee Table

Exhibit 107 CALCULATION OF REGISTRATION FEE Form S-8 (Form Type) Replimune Group, Inc.

REPL / Replimune Group, Inc. / PRICE T ROWE ASSOCIATES INC /MD/ Passive Investment

SC 13G/A 1 repl13gasep24.txt UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. 6) REPLIMUNE GROUP INC (Name of Issuer) COMMON STOCK (Title of Class of Securities) 76029N106 (CUSIP NUMBER) September 30, 2024 (Date of Event which Requires Filing of Statement) Check the appropriate box to designate the Rule pu

REPL / Replimune Group, Inc. / Omega Fund IV, L.P. - SC 13G/A Passive Investment

SC 13G/A 1 d815643dsc13ga.htm SC 13G/A SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 SCHEDULE 13G (Rule 13d-102) INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT TO § 240.13d-1(b), (c) AND (d) AND AMENDMENTS THERETO FILED PURSUANT TO § 240.13d-2 (Amendment No. 5)* Replimune Group, Inc. (Name of Issuer) Common Stock (Title of Class of Securities) 76029N106 (CUSIP Number) Septembe

REPL / Replimune Group, Inc. / Forbion Capital Fund III Cooperatief U.A. - SC 13G/A Passive Investment

SC 13G/A 1 d910286dsc13ga.htm SC 13G/A UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. 4)* Replimune Group, Inc. (Name of Issuer) Common Stock, par value $0.001 (Title of Class of Securities) 76029N106 (CUSIP Number) September 30, 2024 (Date of Event Which Requires Filing of this Statement) Check the appr

REPL / Replimune Group, Inc. / BAKER BROS. ADVISORS LP - SC 13G/A Passive Investment

SC 13G/A 1 tm2426483d10sc13ga.htm SC 13G/A SCHEDULE 13G SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 Under the Securities Exchange Act of 1934 (Amendment No. 2)* Replimune Group, Inc. (Name of Issuer) Common Stock, par value $0.001 per share (Title of Class of Securities) 76029N106 (CUSIP Number) September 30, 2024 (Date of Event which Requires Filing of this Statement) Check the approp

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q

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 September 30, 2024 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

Financial Statements and Exhibits, Results of Operations and Financial Condition

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): November 12, 2024 REPLIMUNE GROUP, INC. (Exact name of registrant as specified in its charter) Delaware 001-38596 82-2082553 (State or other jurisdiction of incorporation) (Commission

REPL / Replimune Group, Inc. / VANGUARD GROUP INC Passive Investment

SC 13G/A 1 UnitedStates13GReplimuneG.txt 240.13d-102 Schedule 13G - Information to be included in statements filed pursuant to 240.13d-1(b), (c), and (d) and amendments thereto filed pursuant to 240.13d-2. Securities and Exchange Commission, Washington, D.C. 20549 Schedule 13G Under the Securities Exchange Act of 1934 (Amendment No. 1)* (Name of Issuer) Replimune Group Inc (Title of Class of Secur

Executive Severance Plan for Chief-Level Executives

REPLIMUNE, INC. EXECUTIVE SEVERANCE PLAN FOR CHIEF-LEVEL EXECUTIVES Replimune, Inc. has adopted this Executive Severance Plan for Chief-Level Executives for the benefit of chief-level executives of the Company and its Subsidiaries in the United States, on the terms and conditions hereinafter stated. All capitalized terms used herein are defined in the text or in Section 1 hereof. The Plan, as set

Form of U.K. Inducement Restricted Stock Unit Grant Agreement.

U.K. Form RSU Inducement Grant (Sept 2024) REPLIMUNE GROUP, INC. RESTRICTED STOCK UNIT GRANT AGREEMENT Participant: %%FIRSTNAME%-% %%LASTNAME%-% Date of Grant: %%OPTIONDATE,'Month DD, YYYY'%-% Restricted Units Granted: %%TOTALSHARESGRANTED,'999,999,999'%-% RECITALS Pursuant to the terms of the employment engagement between Replimune Limited, (the “Company”) and the Participant (as it may be amende

Form of U.K. Inducement Stock Option Grant Agreement

U.K. Form NQSO Inducement Grant (Sept 2024) REPLIMUNE GROUP, INC. NONQUALIFIED STOCK OPTION GRANT AGREEMENT Participant: %%FIRSTNAME%-% %%LASTNAME%-% Date of Grant: %%OPTIONDATE,'Month DD, YYYY'%-% Shares subject to the Option: %%TOTALSHARESGRANTED,'999,999,999'%-% Option Price: %%OPTIONPRICE,'$999,999,999.99'%-% RECITALS Pursuant to the terms of the employment engagement between Replimune, Inc. (

Replimune Reports Fiscal Second Quarter 2025 Financial Results and Provides Corporate Update

Exhibit 99.1 Replimune Reports Fiscal Second Quarter 2025 Financial Results and Provides Corporate Update • Completed Pre-Biologics License Application (BLA) meeting with the U.S. Food and Drug Administration (FDA) and remain on track to submit a BLA for RP1 plus nivolumab in anti-PD1 failed melanoma via the accelerated approval pathway before the end of the year • IGNYTE-3 confirmatory trial of R

REPL / Replimune Group, Inc. / VANGUARD GROUP INC Passive Investment

SC 13G/A 1 UnitedStates13GReplimuneG.txt 240.13d-102 Schedule 13G - Information to be included in statements filed pursuant to 240.13d-1(b), (c), and (d) and amendments thereto filed pursuant to 240.13d-2. Securities and Exchange Commission, Washington, D.C. 20549 Schedule 13G Under the Securities Exchange Act of 1934 (Amendment No. )* (Name of Issuer) Replimune Group Inc (Title of Class of Securi

Filing Fee Table

Exhibit 107 CALCULATION OF REGISTRATION FEE Form S-8 (Form Type) Replimune Group, Inc.

As filed with the Securities and Exchange Commission on October 16, 2024

As filed with the Securities and Exchange Commission on October 16, 2024 Registration No.

REPL / Replimune Group, Inc. / MORGAN STANLEY - MS AMENDMENT Passive Investment

SC 13G/A 1 ReplimuneGroupIncREPL.txt MS AMENDMENT UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No.1)* Replimune Group, Inc. - (Name of Issuer) Common Stock - (Title of Class of Securities) 76029N106 - (CUSIP Number) September 30, 2024 - (Date Of Event which Requires Filing of this Statement) Check the appr

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): September 4, 2024 REPLIMUNE GROUP

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): September 4, 2024 REPLIMUNE GROUP, INC. (Exact name of registrant as specified in its charter) Delaware 001-38596 82-2082553 (State or other jurisdiction of incorporation) (Commission

Replimune Group, Inc. 500 Unicorn Park Drive, Suite 303 Woburn, MA 01801

Replimune Group, Inc. 500 Unicorn Park Drive, Suite 303 Woburn, MA 01801 August 13, 2024 VIA EDGAR SUBMISSION AND E-MAIL United States Securities and Exchange Commission Division of Corporation Finance Office of Life Sciences 100 F Street, N.E. Washington, D.C. 20549-6010 Attention: Daniel Crawford Re: Replimune Group, Inc. Registration Statement on Form S-3 Filed August 8, 2024 (Registration No.

LETTER

August 9, 2024 Sushil Patel Chief Executive Officer Replimune Group, Inc. 500 Unicorn Park Drive 3rd Floor Woburn MA 01801 Re: Replimune Group, Inc. Registration Statement on Form S-3 Filed August 8, 2024 File No. 333-281358 Dear Sushil Patel: This is to advise you that we have not reviewed and will not review your registration statement. Please refer to Rules 460 and 461 regarding requests for ac

Replimune Reports Fiscal First Quarter 2025 Financial Results and Provides Corporate Update

Exhibit 99.1 Replimune Reports Fiscal First Quarter 2025 Financial Results and Provides Corporate Update · Pre-Biologics License Application (BLA) meeting with the U.S. Food and Drug Administration (FDA) scheduled for September and BLA submission planned for 2H 2024 · Enrollment of first patient in Phase 3 confirmatory trial of RP1 in advanced melanoma expected in Q3 2024 · Protocol finalized for

Financial Statements and Exhibits, Results of Operations and Financial Condition

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): August 8, 2024 REPLIMUNE GROUP, INC. (Exact name of registrant as specified in its charter) Delaware 001-38596 82-2082553 (State or other jurisdiction of incorporation) (Commission Fi

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q

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 June 30, 2024 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 REPL

As filed with the Securities and Exchange Commission on August 8, 2024

TABLE OF CONTENTS As filed with the Securities and Exchange Commission on August 8, 2024 Registration Statement No.

Filing Fee Table

Exhibit 107 Calculation of Filing Fee Tables S-3 (Form Type) Replimune Group, Inc.

ARS

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K x ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended March 31, 2024 OR o 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

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment)

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment) Filed by the Registrant x Filed by a Party other than the Registrant ¨ Check the appropriate box: ¨ Preliminary Proxy Statement ¨ Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) ¨ Definitive

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment   )

TABLE OF CONTENTS UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment   ) Filed by the Registrant ☒ Filed by a Party other than the Registrant ☐ Check the appropriate box: ☐ Preliminary Proxy Statement ☐ Confidential, for Use of the Commission Only (as permitted by Rule 14a-

REPL / Replimune Group, Inc. / STATE STREET CORP Passive Investment

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 SCHEDULE 13G UNDER THE SECURITIES EXCHANGE ACT OF 1934 EXIT FILING REPLIMUNE GROUP INC (NAME OF ISSUER) COMMON STOCK (TITLE OF CLASS OF SECURITIES) 76029N106 (CUSIP NUMBER) 06/30/2024 (DATE OF EVENT WHICH REQUIRES FILING OF THIS STATEMENT) CHECK THE APPROPRIATE BOX TO DESIGNATE THE RULE PURSUANT TO WHICH THIS SCHEDULE IS FILED

Securities Purchase Agreement, dated June 12, 2024, by and among Replimune Group, Inc. and each of the investors as party thereto

Exhibit 10.1 SECURITIES PURCHASE AGREEMENT This SECURITIES PURCHASE AGREEMENT (this “Agreement”) is dated as of June 12, 2024 by and among Replimune Group, Inc., a Delaware corporation (the “Company”), and each of the entities listed on Exhibit A attached to this Agreement (each, an “Investor” and together, the “Investors”). WHEREAS, the Company and the Investors are executing and delivering this

Form of Registration Rights Agreement

Exhibit 10.2 REGISTRATION RIGHTS AGREEMENT THIS REGISTRATION RIGHTS AGREEMENT (this “Agreement”), dated as of [●], is entered into by and among Replimune Group, Inc., a Delaware corporation (the “Company”), and the several investors signatory hereto (individually as an “Investor” and collectively, together with their respective permitted assigns, the “Investors”). Capitalized terms used herein and

Form of Pre-Funded Warrant (incorporated by reference to Exhibit 4.1 to the Company’s Current Report on Form 8-K, as filed on June 13, 2024)

Exhibit 4.1 REPLIMUNE GROUP, INC. FORM OF WARRANT TO PURCHASE COMMON STOCK Number of Shares: [·] (subject to adjustment) Warrant No. [·] Original Issue Date: June [·]. 2024 Replimune Group, Inc., a Delaware corporation (the “Company”), hereby certifies that, for good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, [·] or its registered assigns (the “Holder

Regulation FD Disclosure, Entry into a Material Definitive Agreement, Unregistered Sales of Equity Securities, Financial Statements and Exhibits

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): June 12, 2024 REPLIMUNE GROUP, INC. (Exact name of registrant as specified in its charter) Delaware 001-38596 82-2082553 (State or other jurisdiction of incorporation) (Commission Fil

Replimune Announces $100 Million Private Placement Financing - Led by a life-sciences focused institutional investor, with participation from Redmile Group, RTW Investments, Boxer Capital and other institutional investors- - Financing follows strong

Exhibit 99.1 Replimune Announces $100 Million Private Placement Financing - Led by a life-sciences focused institutional investor, with participation from Redmile Group, RTW Investments, Boxer Capital and other institutional investors- - Financing follows strong primary analysis data from the RP1 IGNYTE clinical trial in anti-PD1 failed melanoma; BLA filing expected in 2H 2024 - - Proceeds enable

Replimune Announces Positive Topline Primary Analysis Data by Independent Central Review from IGNYTE Clinical Trial of RP1 plus Nivolumab in Anti-PD1 Failed Melanoma Primary endpoint data shows 12-month overall response rate (ORR) of 33.6% Biologics

Exhibit 99.1 Replimune Announces Positive Topline Primary Analysis Data by Independent Central Review from IGNYTE Clinical Trial of RP1 plus Nivolumab in Anti-PD1 Failed Melanoma Primary endpoint data shows 12-month overall response rate (ORR) of 33.6% Biologics license application (BLA) submission intended for 2H 2024; first patient expected to be enrolled in IGNYTE-3 confirmatory trial in Q3 202

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): June 6, 2024 REPLIMUNE GROUP, INC

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): June 6, 2024 REPLIMUNE GROUP, INC. (Exact name of registrant as specified in its charter) Delaware 001-38596 82-2082553 (State or other jurisdiction of incorporation) (Commission File

IGNYTE Investor Event (6/6/24) 2 Safe Harbor Any statements contained herein that are not statements of historical facts may be deemed to be forward-looking statements within the meaning of Section 27A of the Securities Act of 1933, as amended, and S

Exhibit 99.2 IGNYTE Investor Event (6/6/24) 1 Primary Analysis of the IGNYTE Registrational Cohort in Anti-PD1 Failed Melanoma June 6, 2024 IGNYTE Investor Event (6/6/24) 2 Safe Harbor Any statements contained herein that are not statements of historical facts may be deemed to be forward-looking statements within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E

Financial Statements and Exhibits, Other Events

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): June 3, 2024 REPLIMUNE GROUP, INC. (Exact name of registrant as specified in its charter) Delaware 001-38596 82-2082553 (State or other jurisdiction of incorporation) (Commission File

Replimune Presents Positive Data from RP1 and RP2 Clinical Programs at the 2024 American Society of Clinical Oncology (ASCO) Annual Meeting -- Investigator-assessed 12-month results from the IGNYTE clinical trial of RP1 plus nivolumab in anti-PD-1 fa

Exhibit 99.1 Replimune Presents Positive Data from RP1 and RP2 Clinical Programs at the 2024 American Society of Clinical Oncology (ASCO) Annual Meeting - Investigator-assessed 12-month results from the IGNYTE clinical trial of RP1 plus nivolumab in anti-PD-1 failed melanoma demonstrate an overall response rate of 32.7% and duration of response consistent with the previously reported 6-month data

Form of Performance Stock Unit Award Agreement under 2018 Omnibus Incentive Compensation Plan

April 2024 U.S. PSU Form REPLIMUNE GROUP, INC. 2018 OMNIBUS INCENTIVE COMPENSATION PLAN PERFORMANCE STOCK UNIT SUMMARY OF GRANT Replimune Group, Inc., a Delaware corporation (the “Company” or “Employer”), pursuant to its 2018 Omnibus Incentive Compensation Plan (the “Plan”), hereby grants to the individual listed below (the “Participant”), this performance stock unit award representing the target

Form of Performance Stock Unit Award Agreement under 2018 Omnibus Incentive Compensation Plan and Sub-Plan for U.K. Employees.

April 2024 U.K. PSU Form REPLIMUNE GROUP, INC. 2018 OMNIBUS INCENTIVE COMPENSATION PLAN PERFORMANCE STOCK UNIT SUMMARY OF GRANT Replimune Group, Inc., a Delaware corporation (the “Company” or “Employer”), pursuant to its 2018 Omnibus Incentive Compensation Plan and the Sub-Plan for U.K. Employees thereunder (together, the “Plan”), hereby grants to the individual listed below (the “Participant”), t

Amendment No. 1 to Sales Agreement, dated as of May 16, 2024, by and between Replimune Group, Inc. and Leerink Partners LLC

Exhibit 1.3 AMENDMENT NO. 1 TO THE SALES AGREEMENT LEERINK PARTNERS LLC 1301 Avenue of the Americas, 12th Floor New York, New York 10019 Ladies and Gentlemen: This Amendment No. 1 to the Sales Agreement (this “Amendment”) is entered into as of May 16, 2024 by Replimune Group, Inc., a Delaware corporation (the “Company”), and Leerink Partners LLC, as sales agent (the “Agent”), which are the parties

As filed with the Securities and Exchange Commission on May 16, 2024

As filed with the Securities and Exchange Commission on May 16, 2024 Registration No.

Exhibit 4.3

DESCRIPTION OF THE REGISTRANT’S SECURITIES REGISTERED PURSUANT TO SECTION 12 OF THE SECURITIES EXCHANGE ACT OF 1934 The following description sets forth certain material terms and provisions of Replimune Group, Inc.

Filing Fee Table

Exhibit 107 CALCULATION OF REGISTRATION FEE Form S-8 (Form Type) Replimune Group, Inc.

Consulting Agreement, dated as of March 25, 2024, by and between Robert Coffin and Replimune, Inc.

CONSULTING AGREEMENT This CONSULTING AGREEMENT (this “Agreement”) is dated as of March 25, 2024, by and between Replimune, Inc.

Consulting Agreement, dated as of March 31, 2024, by and between Tanya Lewis and Replimune, Inc.

CONSULTING AGREEMENT This CONSULTING AGREEMENT (this “Agreement”) is dated as of March 31, 2024, by and between Replimune, Inc.

Consulting Agreement, dated as of March 26, 2024, by and between Pamela Esposito and Replimune, Inc.

CONSULTING AGREEMENT This CONSULTING AGREEMENT (this “Agreement”) is dated as of March 26, 2024 by and between Replimune, Inc.

Filing Fee Table

Exhibit 107 Calculation of Filing Fee Tables Form S-3 (Form Type) Replimune Group, Inc.

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K

TABLE OF CONTENTS UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K x ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended March 31, 2024 OR o 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 R

As filed with the Securities and Exchange Commission on May 16, 2024

TABLE OF CONTENTS As filed with the Securities and Exchange Commission on May 16, 2024 Registration Statement No.

Form of Inducement Restricted Stock Unit Grant Agreement.

U.S. Form RSU Inducement Grant (April 2024) REPLIMUNE GROUP, INC. RESTRICTED STOCK UNIT GRANT AGREEMENT Participant: %%FIRSTNAME%-% %%LASTNAME%-% Date of Grant: %%OPTIONDATE,'Month DD, YYYY'%-% Restricted Units Granted: %%TOTALSHARESGRANTED,'999,999,999'%-% RECITALS Pursuant to the terms of the employment engagement between Replimune, Inc. (the “Company”) and the Participant (as it may be amended

As filed with the Securities and Exchange Commission on May 16, 2024

TABLE OF CONTENTS As filed with the Securities and Exchange Commission on May 16, 2024 Registration Statement No.

Separation Agreement and Release, dated as of March 26, 2024, by and between Pamela Esposito and Replimune, Inc.

Replimune Inc 500 Unicorn Park Dr. Woburn, MA 01801 PERSONAL & CONFIDENTIAL March 26 , 2024 Pamela Esposito RE: Separation Agreement and Release Dear Pamela: This letter of agreement and general release (“Agreement”) confirms our mutual agreement regarding the terms and conditions of your separation from employment with Replimune, Inc. (the “Company”) without Cause (as defined in the Employment Ag

Second Amended and Restated Employment Agreement, dated as of March 25, 2024, by and between Replimune, Inc. and Sushil Patel.

EXECUTION VERSION SECOND AMENDED AND RESTATED EMPLOYMENT AGREEMENT THIS SECOND AMENDED AND RESTATED EMPLOYMENT AGREEMENT (this “Agreement”) is entered into by and between Replimune, Inc.

Separation and Transition Agreement, dated as of March 25, 2024, by and between Robert Coffin and Replimune, Inc.

Replimune Inc 500 Unicorn Park Dr. Woburn, MA 01801 PERSONAL & CONFIDENTIAL March 25, 2024 Robert Coffin RE: Separation and Transition Agreement Dear Rob: This letter of agreement and general release (“Agreement”) confirms our agreement regarding your transition from employment with Replimune, Inc. (the “Company”) by mutual agreement, which is being treated as a termination by the Company without

Separation Agreement and Release, dated as of March 31, 2024, by and between Tanya Lewis and Replimune, Inc.

Replimune Inc 500 Unicorn Park Dr. Woburn, MA 01801 PERSONAL & CONFIDENTIAL March 31, 2024 Tanya Lewis RE: Separation Agreement and Release Dear Tanya: This letter of agreement and general release (“Agreement”) confirms our mutual agreement regarding the terms and conditions of your separation from employment with Replimune, Inc. (the “Company”) without Cause (as defined in the Employment Agreemen

Form of Inducement Stock Option Grant Agreement.

U.S. Form NQSO Inducement Grant (April 2024) REPLIMUNE GROUP, INC. NONQUALIFIED STOCK OPTION GRANT AGREEMENT Participant: %%FIRSTNAME%-% %%LASTNAME%-% Date of Grant: %%OPTIONDATE,'Month DD, YYYY'%-% Shares subject to the Option: %%TOTALSHARESGRANTED,'999,999,999'%-% Option Price: %%OPTIONPRICE,'$999,999,999.99'%-% RECITALS Pursuant to the terms of the employment engagement between Replimune, Inc.

Replimune Group, Inc. Clawback Policy

REPLIMUNE GROUP, INC. CLAWBACK POLICY Article I. PURPOSE AND GENERAL TERMS Section 1.Purpose. (a)Replimune Group, Inc. (the “Company”) has adopted this Compensation Recoupment Policy (this “Policy”) to implement a mandatory clawback policy in the event of a Restatement in compliance with the applicable rules of the Nasdaq Stock Market (“Nasdaq”), which is set forth in Article 2 of this Policy. (b)

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): May 16, 2024 REPLIMUNE GROUP, INC

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): May 16, 2024 REPLIMUNE GROUP, INC. (Exact name of registrant as specified in its charter) Delaware 001-38596 82-2082553 (State or other jurisdiction of incorporation) (Commission File

Second Amended and Restated Employment Agreement, dated as of March 25, 2024, by and between Replimune, Inc. and Philip Astley-Sparke.

EXECUTION VERSION SECOND AMENDED AND RESTATED EMPLOYMENT AGREEMENT This SECOND AMENDED AND RESTATED EMPLOYMENT AGREEMENT (this “Agreement”) is entered into by and between Replimune, Inc.

Replimune Reports Fiscal Fourth Quarter and Year Ended 2024 Financial Results and Provides Corporate Update

Exhibit 99.1 Replimune Reports Fiscal Fourth Quarter and Year Ended 2024 Financial Results and Provides Corporate Update · Twelve-month primary analysis results by independent central review from the IGNYTE clinical trial of RP1 (vusolimogene oderparepvec) in anti-PD1 failed melanoma expected Q2 2024 · Recent Type C CMC meeting with the U.S. Food and Drug Administration (FDA) supports IGNYTE Biolo

Subsidiaries of the Registrant.

EXHIBIT 21.1 Subsidiaries of Replimune Group, Inc. Name of Subsidiary Jurisdiction Replimune, Inc. Delaware Replimune Limited United Kingdom Replimune Securities Corporation Massachusetts Replimune (Ireland) Limited Ireland EU1/ 55029326.1

REPL / Replimune Group, Inc. / PRICE T ROWE ASSOCIATES INC /MD/ Passive Investment

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. 5) REPLIMUNE GROUP INC (Name of Issuer) COMMON STOCK (Title of Class of Securities) 76029N106 (CUSIP NUMBER) March 31, 2024 (Date of Event which Requires Filing of Statement) Check the appropriate box to designate the Rule pursuant to which this Schedule is

REPL / Replimune Group, Inc. / STATE STREET CORP Passive Investment

SC 13G/A 1 ReplimuneGroupInc.txt UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 SCHEDULE 13G UNDER THE SECURITIES EXCHANGE ACT OF 1934 AMENDED FILING REPLIMUNE GROUP INC (NAME OF ISSUER) COMMON STOCK (TITLE OF CLASS OF SECURITIES) 76029N106 (CUSIP NUMBER) 03/31/2024 (DATE OF EVENT WHICH REQUIRES FILING OF THIS STATEMENT) CHECK THE APPROPRIATE BOX TO DESIGNATE THE RULE PURS

Replimune Announces Appointment of Sushil Patel to CEO and Executive Leadership Transitions Philip Astley-Sparke to transition from current role of CEO to Executive Chairman Planned leadership changes position the company for commercialization Prepar

Exhibit 99.1 Replimune Announces Appointment of Sushil Patel to CEO and Executive Leadership Transitions Philip Astley-Sparke to transition from current role of CEO to Executive Chairman Planned leadership changes position the company for commercialization Preparations on track to submit RP1 biologics license application (BLA) in 2H 2024 Woburn, Mass., March 26, 2024 – Replimune Group, Inc. (NASDA

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): March 21, 2024 REPLIMUNE GROUP, I

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): March 21, 2024 REPLIMUNE GROUP, INC. (Exact name of registrant as specified in its charter) Delaware 001-38596 82-2082553 (State or other jurisdiction of incorporation) (Commission Fi

REPL / Replimune Group, Inc. / Forbion Capital Fund III Cooperatief U.A. - SC 13G/A Passive Investment

SC 13G/A UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. 3)* Replimune Group, Inc. (Name of Issuer) Common Stock, par value $0.001 (Title of Class of Securities) 76029N106 (CUSIP Number) December 31, 2023 (Date of Event Which Requires Filing of this Statement) Check the appropriate box to designate the ru

Joint Filing Agreement

EX-99.1 2 tm245846d15ex99-1.htm EXHIBIT 99.1 Exhibit 99.1 Joint Filing Agreement In accordance with Rule 13d-1(k)(1) under the Securities Exchange Act of 1934, as amended (the “Exchange Act”), the undersigned hereby agree to the joint filing on behalf of each of them of a Statement on Schedule 13G (including any and all amendments thereto, the “Schedule 13G”) relating to the Common Stock, $0.001 p

REPL / Replimune Group, Inc. / PRICE T ROWE ASSOCIATES INC /MD/ Passive Investment

SC 13G/A 1 repl13gadec23.txt UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. 4) REPLIMUNE GROUP INC (Name of Issuer) COMMON STOCK (Title of Class of Securities) 76029N106 (CUSIP NUMBER) December 31, 2023 (Date of Event which Requires Filing of Statement) Check the appropriate box to designate the Rule pur

REPL / Replimune Group, Inc. / Redmile Group, LLC - SC 13G/A Passive Investment

SC 13G/A 1 tm245846d15sc13ga.htm SC 13G/A UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. 7) Replimune Group, Inc. (Name of Issuer) Common Stock, par value $0.001 per share (Title of Class of Securities) 76029N106 (CUSIP Number) December 31, 2023 (Date of Event Which Requires Filing of this Statement) Che

REPL / Replimune Group, Inc. / Omega Fund IV, L.P. - SC 13G/A Passive Investment

SC 13G/A 1 d782161dsc13ga.htm SC 13G/A SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 SCHEDULE 13G (Rule 13d-102) INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT TO § 240.13d-1(b), (c) AND (d) AND AMENDMENTS THERETO FILED PURSUANT TO § 240.13d-2 (Amendment No. 4)* Replimune Group, Inc. (Name of Issuer) Common Stock (Title of Class of Securities) 76029N106 (CUSIP Number) December

REPL / Replimune Group, Inc. / MORGAN STANLEY - MS INITIAL Passive Investment

SC 13G 1 ReplimuneGroupREPL.txt MS INITIAL UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No.)* Replimune Group, Inc. - (Name of Issuer) Common Stock - (Title of Class of Securities) 76029N106 - (CUSIP Number) December 31, 2023 - (Date Of Event which Requires Filing of this Statement) Check the appropriate b

Replimune Reports Fiscal Third Quarter 2024 Financial Results and Provides Corporate Update

Exhibit 99.1 Replimune Reports Fiscal Third Quarter 2024 Financial Results and Provides Corporate Update • Positive data update in December 2023 for all 140 patients in the IGNYTE clinical trial cohort of RP1 in anti-PD1 failed melanoma demonstrating durability of response • Centrally reviewed 12-month primary analysis data from IGNYTE trial of RP1 in anti-PD1 failed melanoma and biologics license

econd Amendment to Loan and Security Agreement, dated as of December 22, 2023, by and among Replimune Group Inc

Execution Version SECOND AMENDMENT TO LOAN AND SECURITY AGREEMENT This second Amendment to Loan and Security Agreement (this “Amendment”) is dated as of December 22, 2023 and is entered into by and among Replimune Group, Inc.

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q

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, 2023 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

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): February 8, 2024 REPLIMUNE GROUP,

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): February 8, 2024 REPLIMUNE GROUP, INC. (Exact name of registrant as specified in its charter) Delaware 001-38596 82-2082553 (State or other jurisdiction of incorporation) (Commission

REPL / Replimune Group, Inc. / BlackRock Inc. Passive Investment

us76029n1063012624.txt SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No: 1) Replimune Group, Inc - (Name of Issuer) Common Stock - (Title of Class of Securities) 76029N106 - (CUSIP Number) December 31, 2023 - (Date of Event Which Requires Filing of this Statement) Check the appropriate box to designate the rule pursuant

REPL / Replimune Group, Inc. / STATE STREET CORP Passive Investment

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 SCHEDULE 13G UNDER THE SECURITIES EXCHANGE ACT OF 1934 INITIAL FILING REPLIMUNE GROUP INC (NAME OF ISSUER) COMMON STOCK (TITLE OF CLASS OF SECURITIES) 76029N106 (CUSIP NUMBER) 12/31/2023 (DATE OF EVENT WHICH REQUIRES FILING OF THIS STATEMENT) CHECK THE APPROPRIATE BOX TO DESIGNATE THE RULE PURSUANT TO WHICH THIS SCHEDULE IS FI

REPL / Replimune Group, Inc. / BAKER BROS. ADVISORS LP - SC 13G/A Passive Investment

SCHEDULE 13G SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 Under the Securities Exchange Act of 1934 (Amendment No.

Regulation FD Disclosure, Financial Statements and Exhibits, Other Events

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): January 8, 2024 REPLIMUNE GROUP, INC. (Exact name of registrant as specified in its charter) Delaware 001-38596 82-2082553 (State or other jurisdiction of incorporation) (Commission F

Safe harbor Any statements contained herein that are not statements of historical facts may be deemed to be forward-looking statements within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exch

Exhibit 99.1 Safe harbor Any statements contained herein that are not statements of historical facts may be deemed to be forward-looking statements within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended, including statements regarding the advancement, timing and sufficiency of our clinical trials, patient enro

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): December 26, 2023 REPLIMUNE GROUP

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): December 26, 2023 REPLIMUNE GROUP, INC. (Exact name of registrant as specified in its charter) Delaware 001-38596 82-2082553 (State or other jurisdiction of incorporation) (Commission

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): December 5, 2023 REPLIMUNE GROUP,

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): December 5, 2023 REPLIMUNE GROUP, INC. (Exact name of registrant as specified in its charter) Delaware 001-38596 82-2082553 (State or other jurisdiction of incorporation) (Commission

Replimune Shares Initial Primary Analysis Results from CERPASS Clinical Trial in Advanced Cutaneous Squamous Cell Carcinoma and Presents New Data from IGNYTE Clinical Trial of RP1 in Anti-PD1 Failed Melanoma and Non-Melanoma Skin Cancers RP1 in combi

Exhibit 99.1 Replimune Shares Initial Primary Analysis Results from CERPASS Clinical Trial in Advanced Cutaneous Squamous Cell Carcinoma and Presents New Data from IGNYTE Clinical Trial of RP1 in Anti-PD1 Failed Melanoma and Non-Melanoma Skin Cancers RP1 in combination with cemiplimab demonstrated clinically meaningful improvements in complete response rate and duration of response compared to cem

Employment Agreement, dated as of

AMENDMENT TO EMPLOYMENT AGREEMENT THIS AMENDMENT TO EMPLOYMENT AGREEMENT (this “Amendment”) is entered into by and among Replimune, Inc.

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q

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 September 30, 2023 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

Agreement, effective as of

U.S. Form Inducement Grant REPLIMUNE GROUP, INC. RESTRICTED STOCK UNIT GRANT AGREEMENT Participant: Emily Hill Date of Grant: September 18, 2023 Restricted Units Granted: 83,330 RECITALS Pursuant to the terms of the Employment Agreement dated August 31, 2023 between Replimune, Inc. (the “Company”) and the Participant (as it may be amended from time to time, the “Employment Agreement”), the Company

Replimune Reports Fiscal Second Quarter 2024 Financial Results and Provides Corporate Update

Exhibit 99.1 Replimune Reports Fiscal Second Quarter 2024 Financial Results and Provides Corporate Update The Company plans to hold a conference call in early December to provide a comprehensive RP1 skin cancer program update including: · Topline data from the CERPASS clinical trial of RP1 combined with Libtayo in cutaneous squamous cell carcinoma · An initial data snapshot for all 140 patients in

Agreement, dated as of August 31, 2023, by and between Emily Hill and Replim

EMPLOYMENT AGREEMENT This EMPLOYMENT AGREEMENT (this “Agreement”) is entered into by and between Replimune, Inc.

Financial Statements and Exhibits, Results of Operations and Financial Condition

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): November 7, 2023 REPLIMUNE GROUP, INC. (Exact name of registrant as specified in its charter) Delaware 001-38596 82-2082553 (State or other jurisdiction of incorporation) (Commission

Stock Option Grant Agreement, effective as of

U.S. Form Inducement Grant REPLIMUNE GROUP, INC. NONQUALIFIED STOCK OPTION GRANT AGREEMENT Participant: Emily Hill Date of Grant: September 18, 2023 Shares subject to the Option: 125,000 per-Share Exercise Price: $18.00 RECITALS Pursuant to the terms of the Employment Agreement dated August 31, 2023 between Replimune, Inc. (the “Company”) and the Participant (as it may be amended from time to time

Replimune Announces Appointment of Emily Hill as Chief Financial Officer

Exhibit 99.1 Replimune Announces Appointment of Emily Hill as Chief Financial Officer Woburn, MA, September 19, 2023 – Replimune Group, Inc. (NASDAQ: REPL), a clinical stage biotechnology company pioneering the development of a novel portfolio of oncolytic immunotherapies, today announced the appointment of Emily Hill as Chief Financial Officer. Ms. Hill was most recently CFO of the commercial sta

Regulation FD Disclosure, Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers, Financial Statements and Exhibits

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): September 19, 2023 REPLIMUNE GROUP, INC. (Exact name of registrant as specified in its charter) Delaware 001-38596 82-2082553 (State or other jurisdiction of incorporation) (Commissio

Submission of Matters to a Vote of Security Holders

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): September 6, 2023 REPLIMUNE GROUP, INC. (Exact name of registrant as specified in its charter) Delaware 001-38596 82-2082553 (State or other jurisdiction of incorporation) (Commission

Replimune and Incyte Enter into Clinical Trial Collaboration and Supply Agreement to Evaluate RP1 and INCB099280 in Patients with Cutaneous Squamous Cell Carcinoma Initial study in the neoadjuvant setting designed to assess RP1 in combination with th

Exhibit 99.2 FOR IMMEDIATE RELEASE Replimune and Incyte Enter into Clinical Trial Collaboration and Supply Agreement to Evaluate RP1 and INCB099280 in Patients with Cutaneous Squamous Cell Carcinoma Initial study in the neoadjuvant setting designed to assess RP1 in combination with the small molecule, oral PD-L1 inhibitor, INCB99280 WOBURN, Mass. and WILMINGTON, Del., July 31, 2023 – Replimune Gro

Agreement, dated as of

EXHIBIT B REPLIMUNE, INC. CONSULTING AGREEMENT This CONSULTING AGREEMENT (this “Agreement”) is dated as of May 18, 2023, by and between Replimune, Inc. (the “Company”) and Jean Franchi (the “Consultant,” together with the Company, the “Parties” and each, a “Party”). This Agreement will be effective on June 3, 2023. For the avoidance of doubt, if the Consultant does not execute or revokes the Separ

Replimune Reports Fiscal First Quarter 2024 Financial Results and Provides Corporate Update Topline data from the registration-directed CERPASS clinical trial of RP1 combined with Libtayo® (cemiplimab-rwlc) in cutaneous squamous cell carcinoma expect

Exhibit 99.1 Replimune Reports Fiscal First Quarter 2024 Financial Results and Provides Corporate Update Topline data from the registration-directed CERPASS clinical trial of RP1 combined with Libtayo® (cemiplimab-rwlc) in cutaneous squamous cell carcinoma expected in early Q4 2023 and Biologics License Application submission anticipated in Q1/2 2024 Cost sharing collaboration in cutaneous squamou

Form of Indenture to be entered into between registrant and trustee acceptable to the Replimune Group, Inc.

Exhibit 4.7 REPLIMUNE GROUP, Inc. INDENTURE Dated as of [●] [●] Trustee TABLE OF CONTENTS Page ARTICLE 1 DEFINITIONS SECTION 1.01. Certain Terms Defined 1 SECTION 1.02. Other Definitions 5 SECTION 1.03. Rules of Construction 5 ARTICLE 2 SECURITY FORMS SECTION 2.01. Forms Generally 5 SECTION 2.02. Guarantees by Guarantor; Form of Guarantee; Release of Guarantee 5 SECTION 2.03. Form of Trustee’s Cer

Separation Agreement and Release, dated as of May 18, 2023 by and between Jean Franchi and Replimune, Inc.

Replimune Inc 500 Unicorn Park Dr. Woburn, MA 01801 PERSONAL & CONFIDENTIAL May 18, 2023 Jean Franchi 205 Pleasant Street Norwell, MA 02061 RE: Separation Agreement and Release Dear Jean: This letter of agreement and general release (“Agreement”) confirms our mutual agreement regarding the terms and conditions of your separation from employment with Replimune, Inc. (the “Company”) without Cause (a

Inc., Replimune Limited and Hercules Capital,

Execution Version FIRST AMENDMENT TO LOAN AND SECURITY AGREEMENT This First Amendment to Loan and Security Agreement (this “Amendment”) is dated as of June 28, 2023 and is entered into by and among Replimune Group, Inc.

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q

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 June 30, 2023 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 REPL

Filing Fee Table

Exhibit 107 Calculation of Filing Fee Tables Form S-3 (Form Type) Replimune Group, Inc.

Regulation FD Disclosure, Financial Statements and Exhibits, Results of Operations and Financial Condition

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): July 31, 2023 REPLIMUNE GROUP, INC. (Exact name of registrant as specified in its charter) Delaware 001-38596 82-2082553 (State or other jurisdiction of incorporation) (Commission Fil

Sales Agreement, dated as of August 3, 2023, by and between Replimune Group, Inc. and Leerink Partners LLC

Exhibit 1.2 REPLIMUNE GROUP, INC. Shares of Common Stock ($0.001 par value per share) SALES AGREEMENT August 3, 2023 LEERINK PARTNERS LLC 1301 Avenue of the Americas, 12th Floor New York, New York 10019 Ladies and Gentlemen: Replimune Group, Inc., a Delaware corporation (the “Company”), confirms its agreement (this “Agreement”) with Leerink Partners LLC (the “Agent”), as follows: 1.            Iss

As filed with the Securities and Exchange Commission on August 3, 2023

TABLE OF CONTENTS As filed with the Securities and Exchange Commission on August 3, 2023 Registration Statement No.

Entry into a Material Definitive Agreement, Termination of a Material Definitive Agreement, Financial Statements and Exhibits

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): August 3, 2023 REPLIMUNE GROUP, INC. (Exact name of registrant as specified in its charter) Delaware 001-38596 82-2082553 (State or other jurisdiction of incorporation) (Commission Fi

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment       )

TABLE OF CONTENTS UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment       ) Filed by the Registrant ☒ Filed by a Party other than the Registrant ☐ Check the appropriate box: ☐ Preliminary Proxy Statement ☐ Confidential, for Use of the Commission Only (as permitted by Rule

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment )

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment ) Filed by the Registrant x Filed by a Party other than the Registrant ¨ Check the appropriate box: ¨ Preliminary Proxy Statement ¨ Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) ¨ Definitiv

ARS

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K x ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended March 31, 2023 OR o 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, IN

Replimune Announces Sander Slootweg will Depart from its Board of Directors

Exhibit 99.1 Replimune Announces Sander Slootweg will Depart from its Board of Directors WOBURN, Mass., July 20, 2023 – Replimune Group, Inc. (NASDAQ: REPL), a clinical stage biotechnology company pioneering the development of a novel class of tumor-directed oncolytic immunotherapies, today announced Sander Slootweg, founder and managing partner at Forbion, will not seek to be reappointed as a non

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): July 14, 2023 REPLIMUNE GROUP, IN

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): July 14, 2023 REPLIMUNE GROUP, INC. (Exact name of registrant as specified in its charter) Delaware 001-38596 82-2082553 (State or other jurisdiction of incorporation) (Commission Fil

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): June 1, 2023 REPLIMUNE GROUP, INC

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): June 1, 2023 REPLIMUNE GROUP, INC. (Exact name of registrant as specified in its charter) Delaware 001-38596 82-2082553 (State or other jurisdiction of incorporation) (Commission File

Replimune Appoints Veleka R. Peeples-Dyer to its Board of Directors

Exhibit 99.1 Replimune Appoints Veleka R. Peeples-Dyer to its Board of Directors Woburn, MA, June 5, 2023 – Replimune Group, Inc. (Nasdaq: REPL), a clinical stage biotechnology company pioneering the development of a novel portfolio of tumor-directed oncolytic immunotherapies, today announced the appointment of Veleka R. Peeples-Dyer to the Company’s Board of Directors effective June 1, 2023. “We

Filing Fee Table

Exhibit 107 CALCULATION OF REGISTRATION FEE Form S-8 (Form Type) Replimune Group, Inc.

Replimune Reports Fiscal Fourth Quarter and Year Ended 2023 Financial Results and Provides Corporate Update Topline data disclosure from the registration-directed CERPASS clinical trial of RP1 combined with Libtayo® (cemiplimab-rwlc) in cutaneous squ

Exhibit 99.1 Replimune Reports Fiscal Fourth Quarter and Year Ended 2023 Financial Results and Provides Corporate Update Topline data disclosure from the registration-directed CERPASS clinical trial of RP1 combined with Libtayo® (cemiplimab-rwlc) in cutaneous squamous cell carcinoma (CSCC) on track for Q3 2023 and Biologics License Application (BLA) submission on track for Q1 2024 Completed enroll

Subsidiaries of the Registrant.

EXHIBIT 21.1 Subsidiaries of Replimune Group, Inc. Name of Subsidiary Jurisdiction Replimune, Inc. Delaware Replimune Limited United Kingdom Replimune Securities Corporation Massachusetts Replimune (Ireland) Limited Ireland EU1/ 55029326.1

Stock Option Grant Agreement, effective as of December 30, 2022, by and between Christopher Sarchi and the Registrant.

U.S. Form Inducement Grant REPLIMUNE GROUP, INC. NONQUALIFIED STOCK OPTION GRANT AGREEMENT Participant: Christopher Sarchi Date of Grant: December 30, 2022 Shares subject to the Option: 82,500 per-Share Exercise Price: $27.20 RECITALS Pursuant to the terms of the Employment Agreement dated December 30, 2022 between Replimune, Inc. (the “Company”) and the Participant (as it may be amended from time

Lease Agreement, dated as of March 23, 2023, by and among Replimune Limited, MEPC Milton Park No. 1 Limited, and MEPC Milton Park No. 2 Limited.

DATED 23 MARCH 2023 (1) MEPC MILTON PARK NO. 1 LIMITED AND MEPC MILTON PARK NO. 2 LIMITED and (2) REPLIMUNE LIMITED LEASE relating to 68GH Innovation Drive MILTON PARK PRESCRIBED CLAUSES LR1. Date of lease : 23 March 2023 LR2. Title number(s) LR2.1 Landlord’s title number(s) ON130606 LR2.2 Other title number(s) BK102078, ON122118, ON122717, ON145942, ON146219, ON225380, ON38283, ON72772, ON96949,

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers, Financial Statements and Exhibits, Results of Operations and Financial Condition

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): May 18, 2023 REPLIMUNE GROUP, INC. (Exact name of registrant as specified in its charter) Delaware 001-38596 82-2082553 (State or other jurisdiction of incorporation) (Commission File

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K

TABLE OF CONTENTS UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K x ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended March 31, 2023 OR o 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 R

As filed with the Securities and Exchange Commission on May 18, 2023

As filed with the Securities and Exchange Commission on May 18, 2023 Registration No.

Restricted Stock Unit Grant Agreement, effective as of December 30, 2022, by and between Christopher Sarchi and the Registrant.

U.S. Form Inducement Grant REPLIMUNE GROUP, INC. RESTRICTED STOCK UNIT GRANT AGREEMENT Participant: Christopher Sarchi Date of Grant: December 30, 2022 Restricted Units Granted: 55,000 RECITALS Pursuant to the terms of the Employment Agreement dated December 30, 2022 between Replimune, Inc. (the “Company”) and the Participant (as it may be amended from time to time, the “Employment Agreement”), th

Exhibit 4.3

DESCRIPTION OF THE REGISTRANT’S SECURITIES REGISTERED PURSUANT TO SECTION 12 OF THE SECURITIES EXCHANGE ACT OF 1934 The following description sets forth certain material terms and provisions of Replimune Group, Inc.

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): February 27, 2023 REPLIMUNE GROUP

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): February 27, 2023 REPLIMUNE GROUP, INC. (Exact name of registrant as specified in its charter) Delaware 001-38596 82-2082553 (State or other jurisdiction of incorporation) (Commission

REPL / Replimune Group Inc / BAKER BROS. ADVISORS LP - SC 13G Passive Investment

SCHEDULE 13G SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 Under the Securities Exchange Act of 1934 (Amendment No.

AGREEMENT

EXHIBIT 99.1 AGREEMENT In accordance with Rule 13d-1(k)(1) under the Securities Exchange Act of 1934, as amended, the undersigned hereby agree that this Statement on Schedule 13G relating to the Common Stock of Replimune Group, Inc. is being filed with the Securities and Exchange Commission on behalf of each of them. February 14, 2023 BAKER BROS. ADVISORS LP By: Baker Bros. Advisors (GP) LLC, its

REPL / Replimune Group Inc / Redmile Group, LLC - SC 13G/A Passive Investment

SC 13G/A 1 tm236041d11sc13ga.htm SC 13G/A UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. 6) Replimune Group, Inc. (Name of Issuer) Common Stock, $0.001 par value (Title of Class of Securities) 76029N106 (CUSIP Number) December 31, 2022 (Date of Event Which Requires Filing of this Statement) Check the app

Joint Filing Agreement

EX-99.1 2 tm236041d11ex99-1.htm EXHIBIT 99.1 Exhibit 99.1 Joint Filing Agreement In accordance with Rule 13d-1(k)(1) under the Securities Exchange Act of 1934, as amended (the “Exchange Act”), the undersigned hereby agree to the joint filing on behalf of each of them of a Statement on Schedule 13G (including any and all amendments thereto, the “Schedule 13G”) relating to the Common Stock, $0.001 p

REPL / Replimune Group Inc / PRICE T ROWE ASSOCIATES INC /MD/ Passive Investment

SC 13G/A 1 repl13gadec22.txt UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. 3) REPLIMUNE GROUP INC (Name of Issuer) COMMON STOCK (Title of Class of Securities) 76029N106 (CUSIP NUMBER) December 31, 2022 (Date of Event which Requires Filing of Statement) Check the appropriate box to designate the Rule pur

REPL / Replimune Group Inc / Omega Fund IV, L.P. - SC 13G/A Passive Investment

SC 13G/A 1 d442637dsc13ga.htm SC 13G/A SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 SCHEDULE 13G (Rule 13d-102) INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT TO § 240.13d-1(b), (c) AND (d) AND AMENDMENTS THERETO FILED PURSUANT TO § 240.13d-2 (Amendment No. 3)* Replimune Group, Inc. (Name of Issuer) Common Stock (Title of Class of Securities) 76029N106 (CUSIP Number) December

Employment Agreement, dated as of December 30, 2022, by and between Christopher Sarchi and Replimune, Inc.

EMPLOYMENT AGREEMENT This EMPLOYMENT AGREEMENT (this “Agreement”) is entered into by and between Replimune, Inc.

Replimune Reports Fiscal Third Quarter Financial Results and Provides Corporate Update Strengthened balance sheet raising gross $259 million through an upsized public offering in December, extending cash runway into H2 2025 and increasing operational

Exhibit 99.1 Replimune Reports Fiscal Third Quarter Financial Results and Provides Corporate Update Strengthened balance sheet raising gross $259 million through an upsized public offering in December, extending cash runway into H2 2025 and increasing operational and strategic flexibility Topline data from the CERPASS registration-directed clinical trial evaluating RP1 in cutaneous squamous cell c

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q

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

Amendment to Amended and Restated Employment Agreement, dated as of December 30, 2022, by and between Sushil Patel and Replimune, Inc.

AMENDMENT TO AMENDED AND RESTATED EMPLOYMENT AGREEMENT THIS AMENDMENT TO AMENDED AND RESTATED EMPLOYMENT AGREEMENT (this “Amendment”) is entered into by and between Replimune, Inc.

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): February 9, 2023 REPLIMUNE GROUP,

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): February 9, 2023 REPLIMUNE GROUP, INC. (Exact name of registrant as specified in its charter) Delaware 001-38596 82-2082553 (State or other jurisdiction of incorporation) (Commission

Employment Agreement, dated as of December 1, 2022, by and between Konstantinos Xynos and Replimune, Inc.

EMPLOYMENT AGREEMENT This EMPLOYMENT AGREEMENT (this “Agreement”) is entered into by and between Replimune, Inc.

REPL / Replimune Group Inc / BlackRock Inc. Passive Investment

us76029n1063020323.txt SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No: ) Replimune Group, Inc - (Name of Issuer) Common Stock - (Title of Class of Securities) 76029N106 - (CUSIP Number) December 31, 2022 - (Date of Event Which Requires Filing of this Statement) Check the appropriate box to designate the rule pursuant t

Replimune Appoints Former Sanofi U.S. Commercial Oncology Head, Chris Sarchi, as Chief Commercial Officer and Sushil Patel as Chief Strategy Officer

Exhibit 99.1 Replimune Appoints Former Sanofi U.S. Commercial Oncology Head, Chris Sarchi, as Chief Commercial Officer and Sushil Patel as Chief Strategy Officer Woburn, MA, January 4, 2023 ? Replimune Group, Inc. (NASDAQ: REPL), a clinical stage biotechnology company pioneering the development of a novel class of tumor-directed oncolytic immunotherapies (TDOIs), announced today the appointment of

Regulation FD Disclosure, Financial Statements and Exhibits

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): January 4, 2023 REPLIMUNE GROUP, INC. (Exact name of registrant as specified in its charter) Delaware 001-38596 82-2082553 (State or other jurisdiction of incorporation) (Commission F

Replimune Announces Pricing of Public Offering

Exhibit 99.2 Replimune Announces Pricing of Public Offering Boston, MA ? December 8, 2022 ? Replimune Group, Inc. (Nasdaq: REPL), a clinical stage biotechnology company pioneering the development of a novel class of tumor-directed oncolytic immunotherapies, today announced the pricing of its public offering of 5,374,486 shares of its common stock at a public offering price of $23.50 per share. In

Financial Statements and Exhibits, Other Events

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): December 8, 2022 REPLIMUNE GROUP, INC. (Exact name of registrant as specified in its charter) Delaware 001-38596 82-2082553 (State or other jurisdiction of incorporation) (Commission

Joint Book-Running Managers

424B5 1 tm2232159-2424b5.htm 424B5 TABLE OF CONTENTS  Filed pursuant to Rule 424(b)(5)  Registration No. 333-265805 Prospectus supplement (To prospectus dated July 27, 2022) Replimune Group, Inc. 5,374,486 shares of common stock Pre-funded warrants to purchase 4,200,000 shares of common stock We are offering 5,374,486 shares of our common stock and, in lieu of common stock to certain investors, pr

Replimune Announces Proposed Public Offering

Exhibit 99.1 Replimune Announces Proposed Public Offering Boston, MA ? December 7, 2022 ? Replimune Group, Inc. (Nasdaq: REPL), a clinical stage biotechnology company pioneering the development of a novel class of tumor-directed oncolytic immunotherapies, today announced a proposed public offering of $125 million of shares of its common stock and pre-funded warrants to purchase shares of common st

Form of Pre-Funded Warrant (2022)

Exhibit 4.1 REPLIMUNE GROUP, INC. FORM OF WARRANT TO PURCHASE COMMON STOCK Number of Shares: [?] (subject to adjustment) Warrant No. [?] Original Issue Date: December [?], 2022 Replimune Group, Inc., a Delaware corporation (the ?Company?), hereby certifies that, for good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, [?] or its registered assigns (the ?Ho

Underwriting Agreement dated December 8, 2022

Exhibit 1.1 EXECUTION VERSION Replimune Group, Inc. 5,374,486 Shares of Common Stock Pre-Funded Warrants to Purchase 4,200,000 Shares of Common Stock Underwriting Agreement December 8, 2022 J.P. Morgan Securities LLC SVB Securities LLC Piper Sandler & Co. BMO Capital Markets Corp. As Representatives of the several Underwriters listed in Schedule 1 hereto c/o J.P. Morgan Securities LLC 383 Madison

Replimune Enters into Clinical Collaboration Agreement with Roche for the Development of RP3 In Colorectal Cancer and Hepatocellular Carcinoma RP3 will be developed in combination with atezolizumab and bevacizumab for the third-line treatment of colo

Exhibit 99.1 Replimune Enters into Clinical Collaboration Agreement with Roche for the Development of RP3 In Colorectal Cancer and Hepatocellular Carcinoma RP3 will be developed in combination with atezolizumab and bevacizumab for the third-line treatment of colorectal cancer (CRC) and for the first- and second-line treatment of hepatocellular carcinoma (HCC) Includes cost sharing for development

Replimune Announces Positive Initial Data from the Anti-PD1 Failed Melanoma Cohort of the IGNYTE Clinical Trial & an RP2/3 Program Update RP1 combined with nivolumab continues to demonstrate deep and durable responses in patients with anti-PD1 failed

Exhibit 99.2 Replimune Announces Positive Initial Data from the Anti-PD1 Failed Melanoma Cohort of the IGNYTE Clinical Trial & an RP2/3 Program Update RP1 combined with nivolumab continues to demonstrate deep and durable responses in patients with anti-PD1 failed melanoma Overall response rate (ORR) of 36% and complete response (CR) rate of 20%, with clinically meaningful activity across a broad r

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): December 7, 2022 REPLIMUNE GROUP,

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): December 7, 2022 REPLIMUNE GROUP, INC. (Exact name of registrant as specified in its charter) Delaware 001-38596 82-2082553 (State or other jurisdiction of incorporation) (Commission

Joint Book-Running Managers

424B5 1 tm2232159-1424b5.htm 424B5 TABLE OF CONTENTS The information in this preliminary prospectus supplement is not complete and may be changed. This preliminary prospectus supplement and the accompanying prospectus are not an offer to sell these securities and they are not soliciting an offer to buy these securities in any jurisdiction where the offer or sale thereof is not permitted.  Filed pu

REPL / Replimune Group Inc / Atlas Venture Fund X, L.P. - AMENDMENT TO FORM SC 13D Activist Investment

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D/A Under the Securities Exchange Act of 1934 (Amendment No. 5)* REPLIMUNE GROUP, INC. (Name of Issuer) Common Stock, $0.001 par value per share (Title of Class of Securities) 76029N106 (CUSIP Number) Atlas Venture Attention: Ommer Chohan, Chief Financial Officer 300 Technology Square, 8th Floor Cambridge, MA 02139

Joint Filing Agreement

Exhibit 99.1 Joint Filing Agreement In accordance with Rule 13d-1(k)(1) under the Securities Exchange Act of 1934, as amended (the ?Exchange Act?), the undersigned hereby agree to the joint filing on behalf of each of them of a Statement on Schedule 13G (including any and all amendments thereto, the ?Schedule 13G?) relating to the Common Stock, $0.001 par value per share, of Replimune Group, Inc.,

REPL / Replimune Group Inc / Redmile Group, LLC - SC 13G/A Passive Investment

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G/A Under the Securities Exchange Act of 1934 (Amendment No. 5) Replimune Group, Inc. (Name of Issuer) Common Stock, $0.001 par value (Title of Class of Securities) 76029N106 (CUSIP Number) November 14, 2022 (Date of Event Which Requires Filing of this Statement) Check the appropriate box to designate the rule pursu

Financial Statements and Exhibits, Results of Operations and Financial Condition

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): November 3, 2022 REPLIMUNE GROUP, INC. (Exact name of registrant as specified in its charter) Delaware 001-38596 82-2082553 (State or other jurisdiction of incorporation) (Commission

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q

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 September 30, 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 Reports Fiscal Second Quarter Financial Results and Provides Corporate Update Completed enrollment in the CERPASS registration-directed clinical trial evaluating RP1 in cutaneous squamous cell carcinoma (CSCC); primary analysis data expecte

Exhibit 99.1 Replimune Reports Fiscal Second Quarter Financial Results and Provides Corporate Update Completed enrollment in the CERPASS registration-directed clinical trial evaluating RP1 in cutaneous squamous cell carcinoma (CSCC); primary analysis data expected to be released in H1 2023 Six-month follow-up data from the first 75 patients enrolled in the IGNYTE clinical trial cohort of RP1 combi

Loan and Security Agreement by and among Replimune Group, Inc., Replimune, Inc., Replimune Limited and Hercules Capital, Inc., dated October 6, 2022.

Certain identified information has been excluded from this exhibit because it is both (i) not material and (ii) is the type of information that the registrant treats as private or confidential.

Regulation FD Disclosure, Entry into a Material Definitive Agreement, Financial Statements and Exhibits, Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): October 6, 2022 REPLIMUNE GROUP, INC. (Exact name of registrant as specified in its charter) Delaware 001-38596 82-2082553 (State or other jurisdiction of incorporation) (Commission F

Replimune Secures $200 Million in Non-Dilutive Debt Financing from Hercules Capital, Inc.

Exhibit 99.1 Replimune Secures $200 Million in Non-Dilutive Debt Financing from Hercules Capital, Inc. Woburn, MA, October 7, 2022 ? Replimune Group, Inc. (NASDAQ: REPL), a clinical stage biotechnology company pioneering the development of a novel class of tumor-directed oncolytic immunotherapies, today announced that it has obtained a $200 million non-dilutive term loan facility from Hercules Cap

REPL / Replimune Group Inc / Atlas Venture Fund X, L.P. - AMENDMENT TO FORM SC 13D Activist Investment

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D/A Under the Securities Exchange Act of 1934 (Amendment No. 4)* REPLIMUNE GROUP, INC. (Name of Issuer) Common Stock, $0.001 par value per share (Title of Class of Securities) 76029N106 (CUSIP Number) Atlas Venture Attention: Ommer Chohan, Chief Financial Officer 300 Technology Square, 8th Floor Cambridge, MA 02139

Submission of Matters to a Vote of Security Holders

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): September 7, 2022 REPLIMUNE GROUP, INC. (Exact name of registrant as specified in its charter) Delaware 001-38596 82-2082553 (State or other jurisdiction of incorporation) (Commission

Financial Statements and Exhibits, Results of Operations and Financial Condition

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): August 4, 2022 REPLIMUNE GROUP, INC. (Exact name of registrant as specified in its charter) Delaware 001-38596 82-2082553 (State or other jurisdiction of incorporation) (Commission Fi

Replimune Reports Fiscal First Quarter Financial Results and Provides Corporate Update Target enrollment of 180 patients reached in the CERPASS randomized controlled registration-directed clinical trial evaluating RP1 in cutaneous squamous cell carci

Exhibit 99.1 Replimune Reports Fiscal First Quarter Financial Results and Provides Corporate Update Target enrollment of 180 patients reached in the CERPASS randomized controlled registration-directed clinical trial evaluating RP1 in cutaneous squamous cell carcinoma (CSCC); primary analysis data expected to be released in H1 2023 First 75 patients enrolled in the IGNYTE clinical trial cohort of R

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q

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 June 30, 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 REPL

Definitive Proxy Statement on Schedule 14A filed with the SEC on July 27, 2022

TABLE OF CONTENTS UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549? SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment ???) Filed by the Registrant ? Filed by a Party other than the Registrant ? Check the appropriate box: ? Preliminary Proxy Statement ? ? Confidential, for Use of the Commission Only (as permitted by Rule

Replimune Group, Inc. 500 Unicorn Park Drive Woburn, MA 01801

Replimune Group, Inc. 500 Unicorn Park Drive Woburn, MA 01801 July 27, 2022 VIA EDGAR AND E-MAIL United States Securities and Exchange Commission Division of Corporation Finance Office of Healthcare & Insurance 100 F Street, N.E. Washington, D.C. 20549-6010 Attention: Daniel Crawford Re: Replimune Group, Inc. Registration Statement on Form S-3 Filed June 23, 2022 (Registration No. 333-265805) Dear

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment    )

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment ???) Filed by the Registrant x Filed by a Party other than the Registrant ? Check the appropriate box: ? Preliminary Proxy Statement ? Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) ? Defini

LETTER

United States securities and exchange commission logo June 30, 2022 Philip Astley-Sparke Chief Executive Officer Replimune Group, Inc.