Replimune Group (REPL) risk factors, FY2026 10-K

Risks related to product development

1. 01committee meeting in late July 2026. There is no assurance that following the FDAs acceptance of our resubmission of our BLA for RP1 in combination with nivolumab, we will be able to satisfy the FDA’s concernsNew
2. 02We will not be able to commercialize our product candidates if our preclinical studies do not produce successful results and/or our clinical trials do not demonstrate the safety and efficacy of our product candidates
3. 03Topline data may not accurately reflect the complete results of a particular study or trial
4. 04We anticipate that our product candidates will be used in combination with third-party drugs, some of which are still in development, and we have limited or no control over the supply, regulatory status, or regulatory approval of such drugs
5. 05An underlying problem with our proprietary RPx platform would adversely affect our business and may require us to discontinue development of product candidates based on the same or similar therapeutic approaches
6. 06If we fail to develop additional product candidates, our commercial opportunity could be limited

Risks related to regulatory approval

1. 07The FDA or a comparable foreign regulatory authority may determine that our product candidates have undesirable side effects that could delay or prevent their regulatory approval or commercialization
2. 08Our product candidates may be subject to review by an FDA advisory committee, and an unfavorable recommendation could adversely affect our businessNew
3. 09Changes in product candidate manufacturing or formulation may result in additional costs or delay
4. 10Even if our product candidates receive regulatory approval, we will be subject to ongoing obligations and continued regulatory review, which may result in significant additional expense and limit how we manufacture and market our products86% rewritten
5. 11If we are slow or unable to adapt to changes in existing requirements, standards of care, or the adoption of new requirements or policies, or if we are not able to maintain regulatory compliance, we may lose any marketing approval that we may have obtained and be subject to regulatory enforcement action
6. 12We conduct clinical trials for product candidates outside the United States, and the FDA and comparable foreign regulatory authorities may not accept data from such trials
7. 13Obtaining and maintaining marketing approval for our product candidates in one jurisdiction would not mean that we will be successful in obtaining marketing approval of that product candidate in other jurisdictions, which could prevent us from marketing our products internationally

Risks related to commercialization

1. 14If we are unable to successfully commercialize RP1 or any of our other product candidates for which we receive regulatory approval, or experience significant delays in doing so, our business will be materially harmed
2. 15To the extent we are not able to do any of the foregoing, our business, financial condition, results of operations, stock price and prospects will be materially harmed61% rewritten
3. 16If we are unable to establish effective marketing, sales and distribution capabilities or enter into agreements with third parties to market and sell our product candidates, if they are approved, the revenues that we generate may be limited and we may never become profitable
4. 17As we continue to evolve from a company primarily involved in research and development to a company also expected to be involved in commercialization, we may encounter difficulties in managing our growth and expanding our operations successfully
5. 18Our product candidates are based on a novel approach to the treatment of cancer, which makes it difficult to predict the time and cost of product candidate development20% rewritten
6. 19If our product candidates do not achieve broad market acceptance, the revenues that we generate from their sales may be limited, and we may never become profitable
7. 20The successful commercialization of our product candidates, if approved, will depend in part on the extent to which government authorities and health insurers establish adequate reimbursement levels and pricing policies
8. 21The size of the potential market for our product candidates is difficult to estimate and, if any of our assumptions are inaccurate, the actual markets for our product candidates may be smaller than our estimates
9. 22Negative developments in the field of immuno-oncology could damage public perception of our product candidates and negatively affect our business

Risks related to our financial position and need for additional capital

1. 23Our ability to generate revenue from product sales and become profitable will depend significantly on our success in achieving a number of goals
2. 24We will require additional financing to achieve our goals, and a failure to obtain this necessary capital when needed on acceptable terms, or at all, could force us to delay, limit, reduce or terminate our product development or commercialization efforts
3. 25We maintain our cash at financial institutions, often in balances that exceed federally insured limits

Risks related to intellectual property

1. 26If we are unable to obtain, maintain and protect our intellectual property rights for our technology and product candidates, or if our intellectual property rights are inadequate, our competitive position could be harmed29% rewritten
2. 27trade secrets could have a similar material adverse effect on our business, financial condition, results of operations, stock price and prospectsNew

Risks related to manufacturing and our reliance on third parties

1. 28trials with RP1 and our Phase 1/2 clinical trial with RP2 where we intend to use nivolumab and may potentially do so for other clinical trials in the future; Roche has agreed to provide atezolizumab and bevacizumab for use in our RP2 study of hepatocellular cancer, or HCCNew
2. 29Our collaboration agreements with any future partners may not be successful, which could adversely affect our ability to develop and commercialize our product candidates
3. 30Collaborations with biopharmaceutical companies and other third parties often are terminated or allowed to expire by the other party. Any such termination or expiration could adversely affect us financially and could harm our business reputation43% rewritten
4. 31and plans, or other regulatory requirements, we or they may be subject to enforcement or other legal actions, the data generated in our trials may be deemed unreliable and the FDA or comparable foreign regulatory authorities may not accept such data or may require us to perform additional studiesNew
5. 32We are ultimately responsible for the manufacturing of our product candidates and therapeutic substances, but, other than through our contractual arrangements, we have limited control over our raw materials or process consumables manufacturers’ compliance with these regulations and standards24% rewritten
6. 33Operating and maintaining our own manufacturing facility may result in unanticipated delays or expenses and we may not experience the anticipated operating efficiencies we intended
7. 34commercialization of our product candidates and may materially harm our business, financial condition, results of operations, stock price and prospectsNew

Risks related to legal and compliance matters

1. 35We face potential product liability exposure, and if successful claims are brought against us, we may incur substantial liability and have to limit the commercialization of any approved products and/or our product candidates26% rewritten
2. 36participate in collaborations and relationships with third parties whose actions, if noncompliant, could potentially subject us to liability under the FCPA, Bribery Act or local anticorruption lawsNew
3. 37If we fail to comply with federal and state healthcare laws, including fraud and abuse and health and other information privacy and security laws, we could face substantial penalties and our business, financial condition, results of operations, stock price and prospects will be materially harmed
4. 38We are subject to new legislation, regulatory proposals and healthcare payor initiatives that may increase our costs of compliance, and adversely affect our ability to market our products, obtain collaborators, and raise capital
5. 39Our employees, independent contractors, consultants, commercial partners, principal investigators, CMOs, or CROs may engage in misconduct or other improper activities, including noncompliance with regulatory standards and requirements, which could have a material adverse effect on our business
6. 40Violations of or liabilities under environmental, health and safety laws and regulations could subject us to fines, penalties or other costs that could have a material adverse effect on the success of our business29% rewritten

Risks related to our operations

1. 41We will need to expand the size of our organization, and we may experience difficulties in managing this growth, which could disrupt our operations34% rewritten
2. 42Our future success depends on our ability to retain our key employees and consultants, and to attract and motivate highly qualified personnel23% rewritten
3. 43If we fail to establish and maintain proper and effective internal control over financial reporting our ability to produce accurate and timely financial statements could be impaired
4. 44Our business and operations could suffer in the event of system failures or unauthorized or inappropriate use of or access to our systems37% rewritten

Risks related to our common stock and general risks

1. 45An active trading market for our common stock may not be sustained
2. 46The price of our common stock may be volatile and fluctuate substantially, which could result in substantial losses for purchasers of our common stock
3. 47Our operating results may fluctuate significantly, which makes our future operating results difficult to predict and could cause our operating results to fall below expectations or our guidance
4. 48We have broad discretion in how we use our cash, cash equivalents and investments, and may not use these resources effectively, which could affect our results of operations and cause our stock price to decline
5. 49We do not intend to pay dividends on our common stock so any returns will be limited to the value of our stock
6. 50Sales of a substantial number of shares of our common stock in the public market could cause our stock price to fall
7. 51Raising additional capital may cause dilution to our stockholders, restrict our operations or require us to relinquish rights to our technologies or product candidates
8. 52If we engage in future acquisitions or strategic partnerships, this may increase our capital requirements, dilute our stockholders, cause us to incur debt or assume contingent liabilities, and subject us to other risks
9. 53Unfavorable market and economic conditions may have serious adverse consequences on our business, financial condition, results of operations, stock price and prospects
10. 54Exchange rate fluctuations may materially affect our results of operations and financial conditions
11. 55Unfavorable global economic conditions and geopolitical events could adversely affect our business, financial condition or results of operations
12. 56The increasing focus on environmental sustainability and social initiatives could increase our costs, harm our reputation and adversely impact our financial results
13. 57The Hercules Loan and Security Agreement contains certain covenants that could adversely affect our operations and, if an event of default were to occur, we could be forced to repay any outstanding indebtedness sooner than planned and possibly at a time when we do not have sufficient capital to meet this obligation