Replimune Announces $100 Million Private Placement Financing
13 Giugno 2024 - 2:30PM
Replimune Group, Inc. (Nasdaq: REPL), a clinical stage
biotechnology company pioneering the development of a novel class
of oncolytic immunotherapies, today announced that it has entered
into a securities purchase agreement for a private investment in
public equity (“PIPE”) that is expected to result in gross proceeds
of approximately $100 million to the Company before deducting
placement agent fees and offering expenses. The financing was
led by a life-sciences focused institutional investor, with
participation from Redmile Group, RTW Investments, Boxer Capital
and other institutional investors, including a leading mutual fund.
Pursuant to the terms of the securities purchase agreement,
Replimune will issue and sell to the investors an aggregate of
5,668,937 shares of its common stock (“Common Stock”) at a price of
$8.82 per share of Common Stock and pre-funded warrants to purchase
5,669,578 shares of Common Stock at a price of $8.819 per
pre-funded warrant. The pre-funded warrants have an exercise price
of $0.001 per share. The financing is expected to close on or
about June 14, 2024, subject to satisfaction of customary
closing conditions.
The Company intends to use the proceeds of the PIPE financing to
fully scale up for the commercialization of RP1 in skin cancers
thereby creating a potential path to profitability, and for working
capital and general corporate purposes.
Leerink Partners acted as sole placement agent for the PIPE
financing.
The offer and sale of the foregoing securities, including the
shares of common stock issuable upon exercise of the pre-funded
warrants, are being made in a transaction not involving a public
offering and such securities have not been registered under the
Securities Act of 1933, as amended, and may not be reoffered or
resold in the United States except pursuant to an
effective registration statement or an applicable exemption from
the registration requirements. In connection with the securities
purchase agreement, Replimune and the investors will enter into a
registration rights agreement pursuant to which Replimune has
agreed to file a registration statement with the Securities
Exchange Commission (the “SEC”) to register the resale by the
investors of the shares of common stock and the shares of common
stock issuable upon exercise of the pre-funded warrants sold in the
PIPE financing. Any offering of the common stock under the resale
registration statement will only be made by means of
prospectus.
This press release shall not constitute an offer to sell or a
solicitation of an offer to buy any common stock, pre-funded
warrants, or any other securities of Replimune, nor shall there be
any sale of such securities in any state or other jurisdiction in
which such offer, solicitation or sale would be unlawful prior to
the registration or qualification under the securities laws of any
such state or other jurisdiction.
About ReplimuneReplimune Group, Inc.,
headquartered in Woburn, MA, was founded in 2015 with the
mission to transform cancer treatment by pioneering the development
of a novel portfolio of oncolytic immunotherapies. Replimune’s
proprietary RPx platform is based on a potent HSV-1 backbone
intended to maximize immunogenic cell death and the induction of a
systemic anti-tumor immune response. The RPx platform is designed
to have a unique dual local and systemic activity consisting of
direct selective virus-mediated killing of the tumor resulting in
the release of tumor derived antigens and altering of the tumor
microenvironment to ignite a strong and durable systemic response.
The RPx product candidates are expected to be synergistic with most
established and experimental cancer treatment modalities, leading
to the versatility to be developed alone or combined with a variety
of other treatment options. For more information, please
visit www.replimune.com.
Forward-Looking StatementsThis press release
contains 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 timing of the expected closing of the PIPE
financing, our expectations about the proceeds from the PIPE
financing and cash runway, and other statements identified by words
such as “could,” “expects,” “intends,” “may,” “plans,” “potential,”
“should,” “will,” “would,” or similar expressions and the negatives
of those terms. Forward-looking statements are not promises or
guarantees of future performance, and are subject to a variety of
risks and uncertainties, many of which are beyond our control, and
which could cause actual results to differ materially from those
contemplated in such forward-looking statements. These factors
include risks related to our limited operating history, our ability
to generate positive clinical trial results for our product
candidates, the costs and timing of operating our in-house
manufacturing facility, the timing and scope of regulatory
approvals, the availability of combination therapies needed to
conduct our clinical trials, changes in laws and regulations to
which we are subject, competitive pressures, our ability to
identify additional product candidates, political and global macro
factors including the impact of the coronavirus as a global
pandemic and related public health issues and the Russian-Ukrainian
and Israel-Hamas political and military conflicts, and other risks
as may be detailed from time to time in our Annual Reports on Form
10-K and Quarterly Reports on Form 10-Q and other reports we file
with the Securities and Exchange Commission. Our actual
results could differ materially from the results described in or
implied by such forward-looking statements. Forward-looking
statements speak only as of the date hereof, and, except as
required by law, we undertake no obligation to update or revise
these forward-looking statements.
Investor InquiriesChris BrinzeyICR
Westwicke339.970.2843chris.brinzey@westwicke.com
Media InquiriesArleen
GoldenbergReplimune917.548.1582media@replimune.com
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