Exhibit 4.3


 


DESCRIPTION OF THE REGISTRANT’S SECURITIES


 


REGISTERED PURSUANT TO SECTION 12 OF THE


 


SECURITIES EXCHANGE ACT OF 1934


 


The following description sets forth certain material
terms and provisions of Replimune Group, Inc.’s (“we,” “us,” and “our”) securities that
are registered under Section 12 of the Securities Exchange Act of 1934, as amended.


 


DESCRIPTION OF CAPITAL STOCK


 


The following description is a summary and does
not purport to be complete. It is subject to, and qualified in its entirety by reference to, our Third Amended and Restated Certificate
of Incorporation, as amended (our “Certificate of Incorporation”), and our Amended and Restated By-laws (our “Bylaws”),
each of which are incorporated by reference or filed as an exhibit to our Annual Report on Form 10-K of which this Exhibit 4.3
is a part. The terms of these securities also may be affected by the Delaware General Corporation Law (the “DGCL”).


 


Authorized Capital Stock


 


The Company’s authorized capital stock consists
of 150,000,000 shares of common stock, par value $0.001 per share, and 10,000,000 shares of undesignated preferred stock, par value $0.001
per share.


 


Common Stock


 


Subject to any preferential rights that may be
applicable to any outstanding shares of preferred stock from time to time, holders of our common stock are entitled to one vote for each
share held on all matters submitted to a vote of the stockholders. The holders of our common stock do not have any cumulative voting rights.
Holders of our common stock are entitled to receive ratably any dividends declared by our board of directors out of funds legally available
for that purpose, subject to any preferential dividend rights of any outstanding preferred stock. Our common stock has no preemptive rights,
conversion rights or other subscription rights or redemption or sinking fund provisions.


 


In the event of our liquidation, dissolution or
winding up, holders of our common stock will be entitled to share ratably in all assets remaining after payment of all debts and other
liabilities and any liquidation preference of any outstanding preferred stock.


 


Preferred Stock


 


Pursuant to our Certificate of Incorporation, our
board of directors has the authority, without further action by our stockholders, to designate up to 10,000,000 shares of preferred stock
in one or more series and to fix the rights, preferences, privileges and restrictions thereof. These rights, preferences and privileges
could include dividend rights, conversion rights, voting rights, terms of redemption, liquidation preferences, sinking fund terms and
the number of shares constituting, or the designation of, such series, any or all of which may be greater than the rights of common stock.


 


The DGCL provides that the holders of preferred
stock will have the right to vote separately as a class on any proposal involving fundamental changes in the rights of holders of that
preferred stock. This right is in addition to any voting rights that may be provided for in the applicable certificate of designation.


 


Pre-Funded Warrants


 


In November 2019, we issued and sold pre-funded warrants to purchase an aggregate of 2,200,000 shares of our common stock at an offering
price of $13.6099 per pre-funded warrant in an underwritten public offering pursuant to a shelf registration on Form S-3. In June 2020,
we issued and sold pre-funded warrants to purchase an aggregate of 1,521,738 shares of our common stock at an offering price of $22.999
per pre-funded warrant and, in October 2020, we issued and sold pre-funded warrants to purchase an aggregate of 1,562,500 shares of our
common stock at an offering price of $39.999 per pre-funded warrant, in each case, in an underwritten public offering pursuant to a shelf
registration on Form S-3 (the “2020 Pre-Funded Warrants”).


 


Each pre-funded warrant entitles the holder to purchase one share of our common stock at an exercise price of $0.0001 per share. The pre-funded
warrants do not expire and may be exercised at any time after their original issuance. Under the pre-funded warrants, we may not effect
the exercise of any pre-funded warrant, and a holder will not be entitled to exercise any portion of any pre-funded warrant, which, upon
giving effect to such exercise, would cause (i) the aggregate number of shares of our common stock beneficially owned by the holder (together
with its affiliates) to exceed 9.99% of the number of shares of our common stock outstanding immediately after giving effect to the exercise,
or (ii) the combined voting power of our securities beneficially owned by the holder of the pre-funded warrant (together with its affiliates)
to exceed 9.99% of the combined voting power of all of our securities then outstanding immediately after giving effect to the exercise,
as such percentage ownership is determined in accordance with the terms of the pre-funded warrants. However, any holder may increase or
decrease such percentage to any other percentage upon at least 61 days’ prior notice from the holder to us; provided, that a holder
of a 2020 Pre-Funded Warrant may not increase such percentage to a percentage in excess of 19.99%.The exercise price of the pre-funded
warrants and the number of shares of our common stock issuable upon exercise of the pre-funded warrants is subject to appropriate adjustment
in the event of certain stock dividends and distributions, stock splits, stock combinations, reclassifications or similar events affecting
our common stock and also upon any distributions of assets, including cash, stock or other property to our stockholders. The exercise
price will not be adjusted below the par value of our common stock.


 






     


     


    

 


Anti-Takeover Effects of Provisions of Delaware Law and Our Certificate
of Incorporation and Bylaws


 


The provisions of Delaware
law and of our Certificate of Incorporation and Bylaws may have the effect of discouraging, delaying or preventing a change in control
or an unsolicited acquisition proposal that a stockholder might consider favorable, including a proposal that might result in the payment
of a premium over the market price for the shares held by stockholders. These provisions are summarized in the following paragraphs.


 


Classified
Board of Directors. Our Certificate of Incorporation and Bylaws provide that our board of directors is divided into three classes
of directors, with the directors in each class serving staggered three-year terms and with the number of directors in each class to be
as nearly equal as possible. The classification of our board of directors has the effect of requiring at least two annual stockholder
meetings, instead of one, to replace a majority of the members of our board of directors.


 


Authorized
but Unissued or Undesignated Capital Stock. Our authorized capital stock consists of 150,000,000 shares of common stock and
10,000,000 shares of preferred stock. The authorized but unissued (and in the case of preferred stock, undesignated) stock may be issued
by our board of directors in one or more transactions. In this regard, our Certificate of Incorporation grants our board of directors
broad power to establish the rights and preferences of authorized and unissued preferred stock. The issuance of shares of preferred stock
pursuant to our board of directors’ authority described above could decrease the amount of earnings and assets available for distribution
to holders of common stock and adversely affect the rights and powers, including voting rights, of such holders and may have the effect
of delaying, deferring or preventing a change in control. Our board of directors does not currently intend to seek stockholder approval
prior to any issuance of preferred stock, unless otherwise required by law.


 


Special
Meetings of Stockholders. Our Certificate of Incorporation provides that special meetings of the stockholders may be called
only by or at the direction of our board of directors. Our Bylaws prohibit the conduct of any business at a special meeting other than
as specified in the notice for such meeting.


 


Requirements
for Advance Notification of Stockholder Nominations and Proposals. Our Bylaws establish advance notice procedures with respect
to stockholder proposals and the nomination of candidates for election as directors, other than nominations made by or at the direction
of our board of directors or a committee of our board of directors. In order for any matter to be “properly brought” before
a meeting, a stockholder will have to comply with advance notice requirements and provide us with certain information. Additionally, vacancies
and newly created directorships may be filled only by a vote of a majority of the directors then in office, even though less than a quorum,
and not by the stockholders. Our Bylaws allow the presiding officer at a meeting of the stockholders to adopt rules and regulations
for the conduct of meetings which may have the effect of precluding the conduct of certain business at a meeting if the rules and
regulations are not followed. These provisions may also defer, delay or discourage a potential acquirer from conducting a solicitation
of proxies to elect the acquirer’s own slate of directors or otherwise attempting to obtain control of our company.


 


Stockholder
Action by Written Consent. Our Certificate of Incorporation prohibits the taking of any action of our stockholders by written
consent without a meeting.


 


Amendments
to Our Certificate of Incorporation and Bylaws. The DGCL provides that, unless a corporation’s certificate of incorporation
provides otherwise, the affirmative vote of holders of shares constituting a majority of the votes of all shares entitled to vote may
approve amendments to the certificate of incorporation. Our Certificate of Incorporation and Bylaws provide that the affirmative vote
of holders of at least 75% of the outstanding shares of capital stock, voting together as a single class, and entitled to vote in the
election of directors, will be required to amend, alter, change or repeal our Certificate of Incorporation and Bylaws. This requirement
of a supermajority vote to approve amendments to our Certificate of Incorporation and Bylaws could enable a minority of our stockholders
to exercise veto power over such amendments.


 


No
Cumulative Voting. The DGCL provides that stockholders are not entitled to cumulate votes in the election of directors unless
the corporation’s certificate of incorporation provides otherwise. Our Certificate of Incorporation does not expressly provide for
cumulative voting.


 


Delaware
Anti-Takeover Statute. We are governed by the provisions of Section 203 of the Delaware General Corporation Law. In general,


 


Section 203 prohibits a public Delaware corporation from engaging
in a “business combination” with an “interested stockholder” for a period of three years after the date of the
transaction in which the person became an interested stockholder, unless the business combination is approved in a prescribed manner.
A “business combination” includes mergers, asset sales or other transactions resulting in a financial benefit to the stockholder.
An “interested stockholder” is a person who, together with affiliates and associates, owns, or within three years of the date
on which it is sought to be determined whether such person is an interested stockholder, did own, 15% or more of the corporation’s
outstanding voting stock. These provisions may have the effect of delaying, deferring, or preventing a change in our control.


 






     


     


    

 


Registration Rights


 


Certain holders of our common stock, or their transferees,
are entitled to registration rights with respect to registration of the resale of such shares under the Securities Act of 1933, as amended,
pursuant to the amended and restated investors’ rights agreement, by and among us and certain of our investors.


 


Stock Exchange Listing


 


Our common stock is listed on the Nasdaq Global Select Market
under the symbol “REPL.”


 


Transfer Agent and Registrar


 


The transfer agent and registrar for our common stock is
Computershare Trust Company, N.A.