On October 22, 2020 Replimune Group, Inc. (Nasdaq: REPL), a biotechnology company developing oncolytic immuno-gene therapies derived from its Immulytic platform, reported the pricing of its public offering of 4,687,500 shares of its common stock at a public offering price of $40.00 per share (Press release, Replimune, OCT 22, 2020, View Source [SID1234568790]). In addition, in lieu of common stock to certain investors, Replimune reported the pricing of its public offering of pre-funded warrants to purchase 1,562,500 shares of its common stock at a purchase price of $39.9999 per pre-funded warrant, which equals the public offering price per share of the common stock less the $0.0001 per share exercise price of each pre-funded warrant. The aggregate gross proceeds from the offering are expected to be approximately $250 million, before deducting the underwriting discounts and commissions and estimated offering expenses payable by Replimune. All securities in the offering are being offered by Replimune. In addition, Replimune has granted the underwriters a 30-day option to purchase up to an additional 937,500 shares of its common stock from Replimune at the public offering price, less the underwriting discounts and commissions. The offering is expected to close on October 26, 2020, subject to the satisfaction of customary closing conditions.
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J.P. Morgan Securities LLC, SVB Leerink LLC and Barclays Capital Inc. are acting as joint book-running managers for the offering. Wedbush Securities Inc. is acting as lead manager for the offering and Roth Capital Partners, LLC is acting as co-manager for the offering.
A preliminary prospectus supplement and a free writing prospectus relating to and describing the terms of the offering were filed with the Securities and Exchange Commission (the "SEC") on October 20, 2020 and October 21, 2020, respectively. The final prospectus supplement relating to the offering will be filed with the SEC. Copies of the final prospectus supplement and the accompanying prospectus relating to the offering may be obtained, when available, by visiting EDGAR on the SEC website at www.sec.gov or from: J.P. Morgan Securities LLC, Attention: Broadridge Financial Solutions, 1155 Long Island Avenue, Edgewood, NY 11717, by telephone at (866) 803-9204, or by e-mail at [email protected]; SVB Leerink LLC, Attention: Syndicate Department, One Federal Street, 37th Floor, Boston, MA 02110, by telephone at (800) 808-7525, ext. 6132, or by e-mail at [email protected] or Barclays Capital Inc., Attention: Broadridge Financial Solutions, 1155 Long Island Avenue, Edgewood, NY 11717, by telephone: 1-888-603-5847, or by e-mail at [email protected]. The final terms of the offering will be disclosed in a final prospectus supplement to be filed with the SEC.
The shares of common stock and the pre-funded warrants described above are being offered by Replimune pursuant to its shelf registration statement on Form S-3, including a base prospectus, that was previously filed by Replimune with the SEC on August 11, 2020 and declared effective by the SEC on August 26, 2020. This press release shall not constitute an offer to sell or the solicitation of an offer to buy, nor shall there be any sale of these securities, in any state or jurisdiction in which such an offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such state or jurisdiction.