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 1, 2021

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 Number)

(IRS Employer

Identification Number)

500 Unicorn Park

Woburn, MA 01801

(Address of principal executive offices, including Zip Code)

Registrant’s telephone number, including area code: (781) 222-9600

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

¨ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

¨ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

¨ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

¨ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:

Title of each class		Trading Symbol(s)		Name of each exchange on which registered
Common Stock, par value $0.001 per share		REPL		The Nasdaq Stock Market LLC (Nasdaq Global Select Market)

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter). Emerging growth company x

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. x

Item 5.02

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

Effective as of December 1, 2021 (the “Effective Date”), based on the recommendation of the Nominating and Corporate Governance Committee of Replimune Group, Inc. (the “Company”), the Board of Directors of the Company (the “Board”) increased the size of the Board from ten members to eleven and filled the newly created vacancy on the Board by appointing Christy Oliger as a director of the Company. The Board also appointed Ms. Oliger as a member of the Board’s Audit Committee (the “Audit Committee”) and Research and Development Committee (the “R&D Committee”), in each case, effective as of the Effective Date. Ms. Oliger will initially serve as a director of the Company until the Company’s 2022 annual meeting of stockholders, at which such meeting Ms. Oliger will be nominated to stand for election to the Board. The Board has determined that Ms. Oliger is an independent director in accordance with applicable rules of the U.S. Securities and Exchange Commission (the “SEC”) and the Nasdaq Stock Market.

Ms. Oliger has served as a member of the board of directors of Karyopharm Therapeutics Inc., a pharmaceutical company, Reata Pharmaceuticals, Inc., a biopharmaceutical company, and Sierra Oncology, Inc., a late stage biopharmaceutical company, since August 2020, April 2021 and June 2021, respectively. Previously, Ms. Oliger was Senior Vice President of the Oncology Business Unit at Genentech, Inc., a biopharmaceutical company, responsible for all commercial activities in the U.S. Ms. Oliger spent two decades with Genentech from 2000 to 2020, holding a number of leadership roles including Senior Vice President, IMPACT Business Unit; Vice President, Pharma Portfolio Management; Vice President, Portfolio Planning and Vice President, Hematology Marketing and Sales. Prior to Genentech, Ms. Oliger held management positions at Schering-Plough. Ms. Oliger holds a bachelor’s degree in Economics from the University of California at Santa Barbara.

In connection with her service on the Board, Audit Committee and R&D Committee, Ms. Oliger will receive an annual cash retainer of $40,000, $7,500 and $6,000, respectively, in each case, prorated based on the date of her appointment. In addition, Ms. Oliger received a grant of a nonqualified stock option to acquire 33,000 shares of the Company’s common stock at an exercise price of $28.01, the closing price of the Company’s common stock on the Effective Date as reported on the Nasdaq Global Select Market. The option will vest and become exercisable as to 25% of the shares on the first anniversary of the Effective Date, and the balance of the shares will vest in a series of approximately equal 24 monthly installments thereafter.

Ms. Oliger and the Company entered into a customary indemnification agreement, a form of which has been previously filed with the SEC, and a board appointment letter, in each case, effective as of the Effective Date.

There have been no transactions with the Company and there are currently no proposed transactions with the Company that would be required to be disclosed under Item 404(a) of Regulation S-K. No arrangement or understanding exists between Ms. Oliger and any other person pursuant to which Ms. Oliger was selected as a director of the Company.

Item 7.01

Regulation FD Disclosure.

On December 2, 2021, the Company issued a press release announcing Ms. Oliger’s appointment to the Board. The full text of this press release is furnished as Exhibit 99.1 to this Current Report on Form 8-K.

The information contained in this Item 7.01 and in the accompanying Exhibit 99.1 shall not be incorporated by reference into any filing of the Company, whether made before or after the date hereof, regardless of any general incorporation language in such filing, unless expressly incorporated by specific reference to such filing. The information in this Item 7.01 and the accompanying Exhibit 99.1 shall not be deemed to be “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended, or otherwise subject to the liabilities of that section or Sections 11 and 12(a)(2) of the Securities Act of 1933, as amended.

Item 9.01

Financial Statements and Exhibits.

Exhibit No.		Description

99.1		News Release dated December 2, 2021

104		Cover Page Interactive Data File (embedded within the Inline XBRL document)

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

	REPLIMUNE GROUP, INC.

Date: December 2, 2021	By:	/s/ Jean Franchi
		Jean Franchi
		Chief Financial Officer

Replimune Group, Inc. filed SEC Form 8-K: Leadership Update, Regulation FD Disclosure, Financial Statements and Exhibits