aibioReplimune adds Baker Bros. employee to board, grants BBA Funds resale registration rights
Tickers REPL
Replimune's board grew from nine to ten members on March 5, 2025 to seat Michael Goller, an employee of Baker Bros. Advisors. The same day the company agreed to resale registration rights for the BBA Funds, which bought stock in two financings in 2024.
Key facts
- Company
- Replimune Group, Inc. (NASDAQ: REPL)
- News type
- Financings
- Primary source
- Replimune Group, Inc. 8-K (2025-03-07)
The board seat
Replimune Group, Inc. increased the size of its board from nine members to ten on March 5, 2025 and appointed Michael Goller to fill the new seat, effective immediately. He will serve as a Class I director until the 2025 annual meeting of shareholders, and he joins the board's Nominating and Corporate Governance Committee. The 8-K was signed by Chief Executive Officer Sushil Patel and dated March 7, 2025.
Goller is an employee of Baker Bros. Advisors LP, the investment adviser to the BBA Funds, which are 667, L.P. and Baker Brothers Life Sciences, L.P. The board has determined that he is independent under SEC and Nasdaq rules. The filing states no family relationship with any other director or officer, and no arrangement under which he was chosen.
The pay
Goller receives an annual cash retainer of $45,000 for board service and $5,000 for committee service, both prorated from his appointment date. He also received a nonqualified option over 64,000 shares at an exercise price of $12.29, which was the Nasdaq closing price on March 5, 2025. The option vests as to 25% of the shares on March 5, 2026, with the balance vesting in 24 roughly equal monthly installments after that. He and the company also signed a customary indemnification agreement effective the same day.
The registration rights
The company signed an Affiliate Registration Rights Agreement with the BBA Funds on March 5, 2025, filed as Exhibit 10.1. The agreement gives the funds resale rights over shares they hold or later acquire, including shares issuable on exercise or conversion of other securities. After a request, Replimune must file a resale registration statement on Form S-3, or another suitable form, as promptly as reasonably practicable and within 60 days of the request.
The filing sets limits. The agreement includes suspension and deferral rights, and the company's filing obligations are subject to specified exceptions. The funds may ask for one underwritten offering per calendar year, with no more than three in total. No more than two underwritten offerings or block trades may take place in any calendar year. Replimune must pay certain registration expenses and indemnify the funds against certain liabilities.
The earlier purchases
The 8-K lists two financings the BBA Funds joined. In June 2024 the funds took part in a private placement in which Replimune sold 5,668,937 shares at $8.82 each, and pre-funded warrants for 5,669,578 shares at $8.819 each. The company said net proceeds were about $96.7 million after placement agent fees and other offering expenses of about $3.3 million.
In November 2024 the funds joined an underwritten public offering of 8,538,377 shares at $13.00 each, and bought pre-funded warrants for 3,846,184 shares at $12.9999 each. The offering brought in about $156.0 million after fees and expenses of about $5.0 million.
The option strike of $12.29 is below the $13.00 public offering price of November 2024. The 8-K does not give the funds' total holdings after those deals, nor any percentage of the company they now own.
The independence question
The board's independence finding rests on Goller's status under SEC and Nasdaq rules. The 8-K does not describe how the board weighed his employment at the adviser against the funds' holdings and their registration rights. The filing treats him as independent even though he works for the adviser to holders that receive registration rights in the same filing, and he sits on the nominating committee.
What comes next
The next steps depend on a request from the BBA Funds. Once the request is made, the 60-day clock for the resale registration starts. The funds can require no more than three underwritten offerings in total, and the filing gives no timetable for any of them. Goller's option begins vesting on March 5, 2026, and his board term runs to the 2025 annual meeting.