Replimune Group Inc美股招股说明书(2026-08-10版)

9,701,490 shares of common stockPre-funded warrants to purchase 2,736,340 shares of common stock We are offering 9,701,490 shares of our common stock and, in lieu of common stock to certaininvestors, pre-funded warrants to purchase 2,736,340 shares of our common stock pursuant to thisprospectus supplement and the accompanying prospectus. The purchase price of each pre-funded warrantequals the price per share at which shares of our common stock are being sold in this offering, minus$0.0001, which is the exercise price of each pre-funded warrant. This prospectus supplement also relates tothe offering of the shares of common stock issuable upon exercise of the pre-funded warrants. Our common stock is listed on the Nasdaq Global Select Market, or Nasdaq, under the symbol “REPL.”On August7, 2026, the last reported sale price of our common stock on Nasdaq was $12.06 per share. Wedo not intend to list the pre-funded warrants on Nasdaq, any other national securities exchange or any othernationally recognized trading system. Investing in our common stock or pre-funded warrants involves significant risks. See “Risk Factors”beginning on pageS-12of this prospectus supplement as well as the documents incorporated by reference intothis prospectus supplement and the accompanying prospectus for a discussion of the factors you should considerbefore deciding to purchase our securities. Neither the Securities and Exchange Commission nor any state securities commission has approved ordisapproved of these securities or passed upon the adequacy or accuracy of this prospectus supplement or theaccompanying prospectus. Any representation to the contrary is a criminal offense. Bookrunning Managers TABLE OF CONTENTS PROSPECTUS SUPPLEMENT ABOUT THIS PROSPECTUS SUPPLEMENTS-1MARKET DATAS-3CAUTIONARY STATEMENT REGARDING FORWARD-LOOKING STATEMENTSS-4PROSPECTUS SUPPLEMENT SUMMARYS-6THE OFFERINGS-10RISK FACTORSS-12USE OF PROCEEDSS-23DIVIDEND POLICYS-24DILUTIONS-25DESCRIPTION OF PRE-FUNDED WARRANTSS-27MATERIAL UNITED STATES FEDERAL INCOME TAX CONSIDERATIONS FOR NON-U.S.HOLDERSS-29UNDERWRITINGS-34LEGAL MATTERSS-45EXPERTSS-45WHERE YOU CAN FIND MORE INFORMATIONS-45INCORPORATION BY REFERENCES-46PROSPECTUSPageABOUT THIS PROSPECTUS1MARKET DATA2PROSPECTUS SUMMARY3RISK FACTORS7CAUTIONARY STATEMENT REGARDING FORWARD-LOOKING STATEMENTS8USE OF PROCEEDS10THE SECURITIES WE MAY OFFER11DESCRIPTION OF CAPITAL STOCK12DESCRIPTION OF DEBT SECURITIES17DESCRIPTION OF WARRANTS24DESCRIPTION OF UNITS26FORMS OF SECURITIES27PLAN OF DISTRIBUTION29LEGAL MATTERS32EXPERTS32WHERE YOU CAN FIND MORE INFORMATION32INCORPORATION OF CERTAIN INFORMATION BY REFERENCE33 ABOUT THIS PROSPECTUS SUPPLEMENT This prospectus supplement and the accompanying prospectus relate to an offering of our commonstock and pre-funded warrants. Before buying any of the common stock or pre-funded warrants that we areoffering, we urge you to carefully read this prospectus supplement and the accompanying prospectus,together with the information incorporated by reference as described under the headings “Where You CanFind More Information” and “Incorporation by Reference” in this prospectus supplement. These documentscontain important information that you should consider when making your investment decision. This document is in two parts. The first part is this prospectus supplement, which describes the terms ofthe offering of the securities offered hereby and also adds to and updates the information contained in theaccompanying prospectus and the documents incorporated by reference into this prospectus supplement andthe accompanying prospectus. The second part is the accompanying prospectus, which provides moregeneral information, some of which may not apply to this offering and some of which may have beensupplemented or superseded by information in this prospectus supplement or documents incorporated ordeemed to be incorporated by reference into this prospectus supplement that we filed with the Securities andExchange Commission, or SEC, subsequent to the date of the prospectus. When we refer only to the“prospectus,” we are referring to both parts combined. To the extent that there is any conflict between theinformation contained in this prospectus supplement, on the one hand, and the information contained in theaccompanying prospectus or any document incorporated by reference herein or therein, on the other hand,you should rely on the information in this prospectus supplement. This prospectus supplement and the accompanying prospectus are part of a registration statement thatwe filed with the SEC, utilizing a “shelf” registration process. Such registration statement also includesexhibits that provide more detail on the matters discussed in this prospectus supplement and theaccompanying prospectus. You should read this prospectus supplement, the accompanying prospectus,including the information incorporated by reference, the exhibits filed with the SEC, and any free writingprospectus that we