الإحصائيات الأساسية
| LEI | 529900ZYH2KYFH6Z7098 |
| CIK | 1505512 |
SEC Filings
All companies that sell securities in the United States must register with the Securities and Exchange Commission (SEC) and file reports on a regular basis.
These reports include company annual reports (10K, 10Q), news updates (8K), investor presentations (found in 8Ks), insider trades (form 4), ownership reports (13D, and 13G), and reports related to the specific securities sold, such as registration statements and prospectus. This page shows recent SEC filings related to Regulus Therapeutics Inc.
SEC Filings (Chronological Order)
توفر هذه الصفحة قائمة كاملة ومرتبة ترتيبًا زمنيًا لتصريحات هيئة الأوراق المالية والبورصات، باستثناء تصريحات الملكية التي نقدمها في مكان آخر.
| July 7, 2025 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 15 CERTIFICATION AND NOTICE OF TERMINATION OF REGISTRATION UNDER SECTION 12(g) OF THE SECURITIES EXCHANGE ACT OF 1934 OR SUSPENSION OF DUTY TO FILE REPORTS UNDER SECTIONS 13 AND 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Commission File Number: 001-35670 Regulus Therapeutics Inc. (Exact name of registrant as specified i |
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| June 25, 2025 |
As filed with the Securities and Exchange Commission on June 25, 2025 As filed with the Securities and Exchange Commission on June 25, 2025 Registration Statement No. |
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| June 25, 2025 |
As filed with the Securities and Exchange Commission on June 25, 2025 As filed with the Securities and Exchange Commission on June 25, 2025 Registration Statement No. |
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| June 25, 2025 |
As filed with the Securities and Exchange Commission on June 25, 2025 As filed with the Securities and Exchange Commission on June 25, 2025 Registration Statement No. |
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| June 25, 2025 |
As filed with the Securities and Exchange Commission on June 25, 2025 As filed with the Securities and Exchange Commission on June 25, 2025 Registration Statement No. |
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| June 25, 2025 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14D-9 (Amendment No. 3) Solicitation/Recommendation Statement Under Section 14(d)(4) of the Securities Exchange Act of 1934 Regulus Therapeutics Inc. (Name of Subject Company) Regulus Therapeutics Inc. (Name of Person Filing Statement) Common Stock, par value $0.001 per share (Title of Class of Securities) 75915K309 ( |
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| June 25, 2025 |
As filed with the Securities and Exchange Commission on June 25, 2025 As filed with the Securities and Exchange Commission on June 25, 2025 Registration Statement No. |
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| June 25, 2025 |
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): June 24, 2025 Regulus Therapeutics Inc. (Exact name of registrant as specified in its charter) Delaware 001-35670 26-4738379 (State or other jurisdiction of incorporation or organizat |
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| June 25, 2025 |
As filed with the Securities and Exchange Commission on June 25, 2025 As filed with the Securities and Exchange Commission on June 25, 2025 Registration Statement No. |
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| June 25, 2025 |
As filed with the Securities and Exchange Commission on June 25, 2025 As filed with the Securities and Exchange Commission on June 25, 2025 Registration Statement No. |
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| June 25, 2025 |
As filed with the Securities and Exchange Commission on June 25, 2025 As filed with the Securities and Exchange Commission on June 25, 2025 Registration Statement No. |
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| June 25, 2025 |
Amended and Restated Certificate of Incorporation of REGULUS THERAPEUTICS INC. Exhibit 3.1 Amended and Restated Certificate of Incorporation of REGULUS THERAPEUTICS INC. 1. The name of the corporation is “Regulus Therapeutics Inc.” (the “Corporation”). 2. The address of the Corporation’s registered office is Corporation Service Company, 251 Little Falls Drive, Wilmington, New Castle County, Delaware 19808. The Corporation Service Company is the Corporation’s registered agent |
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| June 25, 2025 |
As filed with the Securities and Exchange Commission on June 25, 2025 As filed with the Securities and Exchange Commission on June 25, 2025 Registration Statement No. |
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| June 25, 2025 |
As filed with the Securities and Exchange Commission on June 25, 2025 As filed with the Securities and Exchange Commission on June 25, 2025 Registration Statement No. |
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| June 25, 2025 |
As filed with the Securities and Exchange Commission on June 25, 2025 As filed with the Securities and Exchange Commission on June 25, 2025 Registration Statement No. |
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| June 25, 2025 |
As filed with the Securities and Exchange Commission on June 25, 2025 As filed with the Securities and Exchange Commission on June 25, 2025 Registration Statement No. |
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| June 25, 2025 |
As filed with the Securities and Exchange Commission on June 25, 2025 As filed with the Securities and Exchange Commission on June 25, 2025 Registration No. |
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| June 25, 2025 |
As filed with the Securities and Exchange Commission on June 25, 2025 As filed with the Securities and Exchange Commission on June 25, 2025 Registration Statement No. |
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| June 25, 2025 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE TO TENDER OFFER STATEMENT UNDER SECTION 14(d)(1) OR 13(e)(1) OF THE SECURITIES EXCHANGE ACT OF 1934 (Amendment No. 3) REGULUS THERAPEUTICS INC. (Name of Subject Company (Issuer)) REDWOOD MERGER SUB INC. (Offeror) A Wholly Owned Subsidiary of NOVARTIS AG (Parent of Offeror) (Names of Filing Persons (identifying status |
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| June 25, 2025 |
As filed with the Securities and Exchange Commission on June 25, 2025 As filed with the Securities and Exchange Commission on June 25, 2025 Registration Statement No. |
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| June 25, 2025 |
AMENDED AND RESTATED REGULUS THERAPEUTICS INC. ARTICLE I Exhibit 3.2 AMENDED AND RESTATED BYLAWS OF REGULUS THERAPEUTICS INC. ARTICLE I OFFICES SECTION 1. Registered Office. The registered office of Regulus Therapeutics Inc. (the “Corporation”) shall be established and maintained at the office of Corporation Service Company, in the City of Wilmington, in the County of New Castle, in the State of Delaware, and said company shall be the registered agent o |
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| June 25, 2025 |
As filed with the Securities and Exchange Commission on June 25, 2025 As filed with the Securities and Exchange Commission on June 25, 2025 Registration Statement No. |
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| June 25, 2025 |
As filed with the Securities and Exchange Commission on June 25, 2025 As filed with the Securities and Exchange Commission on June 25, 2025 Registration Statement No. |
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| June 25, 2025 |
As filed with the Securities and Exchange Commission on June 25, 2025 As filed with the Securities and Exchange Commission on June 25, 2025 Registration No. |
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| June 25, 2025 |
As filed with the Securities and Exchange Commission on June 25, 2025 As filed with the Securities and Exchange Commission on June 25, 2025 Registration Statement No. |
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| June 25, 2025 |
As filed with the Securities and Exchange Commission on June 25, 2025 As filed with the Securities and Exchange Commission on June 25, 2025 Registration No. |
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| June 25, 2025 |
As filed with the Securities and Exchange Commission on June 25, 2025 As filed with the Securities and Exchange Commission on June 25, 2025 Registration No. |
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| June 25, 2025 |
As filed with the Securities and Exchange Commission on June 25, 2025 As filed with the Securities and Exchange Commission on June 25, 2025 Registration No. |
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| June 25, 2025 |
Exhibit (a)(5)(F) Novartis International AG CH-4002 Basel Switzerland https://www. |
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| June 25, 2025 |
As filed with the Securities and Exchange Commission on June 25, 2025 As filed with the Securities and Exchange Commission on June 25, 2025 Registration No. |
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| June 25, 2025 |
Exhibit (a)(5)(G) Novartis International AG CH-4002 Basel Switzerland https://www. |
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| June 25, 2025 |
As filed with the Securities and Exchange Commission on June 25, 2025 As filed with the Securities and Exchange Commission on June 25, 2025 Registration Statement No. |
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| June 25, 2025 |
As filed with the Securities and Exchange Commission on June 25, 2025 As filed with the Securities and Exchange Commission on June 25, 2025 Registration Statement No. |
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| June 25, 2025 |
As filed with the Securities and Exchange Commission on June 25, 2025 As filed with the Securities and Exchange Commission on June 25, 2025 Registration Statement No. |
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| June 25, 2025 |
CONTINGENT VALUE RIGHTS AGREEMENT Exhibit 2.2 Execution Version CONTINGENT VALUE RIGHTS AGREEMENT THIS CONTINGENT VALUE RIGHTS AGREEMENT (this “Agreement”) dated as of June 24, 2025, between Novartis AG, a company limited by shares (Aktiengesellschafl) incorporated under the laws of Switzerland (“Parent”), and Computershare Inc., a Delaware corporation (“Computershare”) and its affiliate, Computershare Trust Company, N.A., a feder |
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| June 25, 2025 |
As filed with the Securities and Exchange Commission on June 25, 2025 As filed with the Securities and Exchange Commission on June 25, 2025 Registration No. |
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| June 25, 2025 |
As filed with the Securities and Exchange Commission on June 25, 2025 As filed with the Securities and Exchange Commission on June 25, 2025 Registration No. |
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| June 23, 2025 |
Exhibit (a)(5)(E) Novartis International AG CH-4002 Basel Switzerland https://www. |
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| June 23, 2025 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14D-9 (Amendment No. 2) Solicitation/Recommendation Statement Under Section 14(d)(4) of the Securities Exchange Act of 1934 Regulus Therapeutics Inc. (Name of Subject Company) Regulus Therapeutics Inc. (Name of Person Filing Statement) Common Stock, par value $0.001 per share (Title of Class of Securities) 75915K309 ( |
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| June 23, 2025 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE TO TENDER OFFER STATEMENT UNDER SECTION 14(d)(1) OR 13(e)(1) OF THE SECURITIES EXCHANGE ACT OF 1934 (Amendment No. 2) REGULUS THERAPEUTICS INC. (Name of Subject Company (Issuer)) REDWOOD MERGER SUB INC. (Offeror) A Wholly Owned Subsidiary of NOVARTIS AG (Parent of Offeror) (Names of Filing Persons (identifying status |
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| June 17, 2025 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE TO TENDER OFFER STATEMENT UNDER SECTION 14(d)(1) OR 13(e)(1) OF THE SECURITIES EXCHANGE ACT OF 1934 (Amendment No. 1) REGULUS THERAPEUTICS INC. (Name of Subject Company (Issuer)) REDWOOD MERGER SUB INC. (Offeror) A Wholly Owned Subsidiary of NOVARTIS AG (Parent of Offeror) (Names of Filing Persons (identifying status |
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| June 17, 2025 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14D-9 (Amendment No. 1) Solicitation/Recommendation Statement Under Section 14(d)(4) of the Securities Exchange Act of 1934 Regulus Therapeutics Inc. (Name of Subject Company) Regulus Therapeutics Inc. (Name of Person Filing Statement) Common Stock, par value $0.001 per share (Title of Class of Securities) 75915K309 ( |
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| May 27, 2025 |
TABLE OF CONTENTS Exhibit (a)(1)(A) Offer To Purchase All Outstanding Shares of Common Stock of REGULUS THERAPEUTICS INC. |
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| May 27, 2025 |
Exhibit (a)(1)(D) Offer to Purchase All Outstanding Shares of Common Stock of Regulus Therapeutics Inc. |
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| May 27, 2025 |
FIRST AMENDMENT TO EMPLOYMENT AGREEMENT Exhibit (e)(19) FIRST AMENDMENT TO EMPLOYMENT AGREEMENT THIS FIRST AMENDMENT TO EMPLOYMENT AGREEMENT (this “First Amendment”), is made as of April 30, 2025 (the “Effective Date”), by and between Regulus Therapeutics Inc. |
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| May 27, 2025 |
Exhibit (a)(1)(B) Letter of Transmittal to Tender Shares of Common Stock of Regulus Therapeutics Inc. |
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| May 27, 2025 |
FIRST AMENDMENT TO AMENDED AND RESTATED EMPLOYMENT AGREEMENT Exhibit (e)(21) FIRST AMENDMENT TO AMENDED AND RESTATED EMPLOYMENT AGREEMENT THIS FIRST AMENDMENT TO AMENDED AND RESTATED EMPLOYMENT AGREEMENT (this “First Amendment”), is made as of April 30 2025 (the “Effective Date”), by and between Regulus Therapeutics Inc. |
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| May 27, 2025 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE TO TENDER OFFER STATEMENT UNDER SECTION 14(D)(1) OR (13)(E)(1) OF THE SECURITIES EXCHANGE ACT OF 1934 REGULUS THERAPEUTICS INC. (Name of Subject Company (Issuer)) REDWOOD MERGER SUB INC. (Offeror) an indirect wholly owned subsidiary of NOVARTIS AG (Offeror) (Name of Filing Persons (identifying status as offeror, issue |
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| May 27, 2025 |
Exhibit (a)(1)(F) This announcement is neither an offer to purchase nor a solicitation of an offer to sell Shares (as defined below). |
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| May 27, 2025 |
Exhibit (a)(1)(E) Notice of Guaranteed Delivery With Respect to the Offer to Purchase All Outstanding Shares of Common Stock of Regulus Therapeutics Inc. |
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| May 27, 2025 |
Table 1: Transaction Valuation Calculation of Filing Fee Tables Table 1: Transaction Valuation Transaction Valuation Fee Rate Amount of Filing Fee Fees to be Paid 1 $ 1,000,306,090. |
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| May 27, 2025 |
Exhibit (a)(1)(G) POWER OF ATTORNEY This Power of Attorney is made on 24 April 2025 by Novartis AG, a company limited by shares (Aktiengesellschaf) incorporated under the laws of Switzerland and registered in the Commercial Register of the Canton of Basel-Stadt, Switzerland, under number CHE-103. |
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| May 27, 2025 |
FIRST AMENDMENT TO SECOND AMENDED AND RESTATED EMPLOYMENT AGREEMENT Exhibit (e)(20) FIRST AMENDMENT TO SECOND AMENDED AND RESTATED EMPLOYMENT AGREEMENT THIS FIRST AMENDMENT TO SECOND AMENDED AND RESTATED EMPLOYMENT AGREEMENT (this “First Amendment”), is made as of April 30 2025 (the “Effective Date”), by and between Regulus Therapeutics Inc. |
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| May 27, 2025 |
Amended and Restated Certificate of Incorporation of REGULUS THERAPEUTICS INC. Exhibit (e)(23) Amended and Restated Certificate of Incorporation of REGULUS THERAPEUTICS INC. |
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| May 27, 2025 |
TABLE OF CONTENTS UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14D-9 (Rule 14d-101) Solicitation/Recommendation Statement under Section 14(d)(4) of the Securities Exchange Act of 1934 Regulus Therapeutics Inc. (Name of Subject Company) Regulus Therapeutics Inc. (Name of Persons Filing Statement) Common Stock, par value $0.001 per share (Title of Class of Securit |
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| May 27, 2025 |
Exhibit (a)(1)(H) POWER OF ATTORNEY This Power of Attorney is made on 20 May 2025 by Redwood Merger Sub Inc. |
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| May 27, 2025 |
AMENDED AND RESTATED REGULUS THERAPEUTICS INC. ARTICLE I Exhibit (e)(24) AMENDED AND RESTATED BYLAWS OF REGULUS THERAPEUTICS INC. ARTICLE I OFFICES SECTION 1. Registered Office. The registered office of Regulus Therapeutics Inc. (the “Corporation”) shall be established and maintained at the office of Corporation Service Company, in the City of Wilmington, in the County of New Castle, in the State of Delaware, and said company shall be the registered age |
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| May 27, 2025 |
FIRST AMENDMENT TO EMPLOYMENT AGREEMENT Exhibit (e)(22) FIRST AMENDMENT TO EMPLOYMENT AGREEMENT THIS FIRST AMENDMENT TO EMPLOYMENT AGREEMENT (this “First Amendment”), is made as of April 30, 2025 (the “Effective Date”), by and between Regulus Therapeutics Inc. |
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| May 27, 2025 |
Exhibit (a)(1)(C) Offer to Purchase All Outstanding Shares of Common Stock of Regulus Therapeutics Inc. |
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| May 9, 2025 |
Exhibit 99.1 Regulus Therapeutics Reports First Quarter 2025 Financial Results and Recent Updates Entered into an agreement to be acquired by Novartis for $7.00 per share in cash, with potential to receive an additional $7.00 per share in cash through a contingent value right (“CVR”) upon the achievement of a regulatory milestone, for a total equity value of up to approximately $1.7 billion; Expec |
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| May 9, 2025 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14D-9 SOLICITATION/RECOMMENDATION STATEMENT PURSUANT TO SECTION 14(d)(4) OF THE SECURITIES EXCHANGE ACT OF 1934 REGULUS THERAPEUTICS INC. (Name of Subject Company) REGULUS THERAPEUTICS INC. (Name of Person(s) Filing Statement) Common Stock, $0.001 par value per share (Title of Class of Securities) 75915K309 (CUSIP Num |
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| May 9, 2025 |
Regulus Therapeutics Inc. NOTES TO CONDENSED FINANCIAL STATEMENTS Exhibit 99.2 PART I. FINANCIAL INFORMATION ITEM 1. FINANCIAL STATEMENTS Regulus Therapeutics Inc. NOTES TO CONDENSED FINANCIAL STATEMENTS (Unaudited) 1. Basis of Presentation and Summary of Significant Accounting Policies Liquidity If the Merger (see Note 9) is not completed, we intend to seek additional capital through equity and/or debt financings, collaborative or other funding arrangements wit |
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| May 8, 2025 |
Results of Operations and Financial Condition 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): May 8, 2025 Regulus Therapeutics Inc. (Exact name of registrant as specified in its charter) Delaware 001-35670 26-4738379 (State of incorporation) (Commission File No.) (IRS Employer |
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| May 8, 2025 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-Q UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-Q (Mark One) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 FOR THE QUARTERLY PERIOD ENDED MARCH 31, 2025 or ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 FOR THE TRANSITION PERIOD FROM TO Commission file number: 001-35670 Regulus T |
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| May 8, 2025 |
Exhibit 99.1 Regulus Therapeutics Reports First Quarter 2025 Financial Results and Recent Updates Entered into an agreement to be acquired by Novartis for $7.00 per share in cash, with potential to receive an additional $7.00 per share in cash through a contingent value right (“CVR”) upon the achievement of a regulatory milestone, for a total equity value of up to approximately $1.7 billion; Expec |
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| May 1, 2025 |
Email from Joseph Hagan, Chief Executive Officer of Regulus, sent to employees, dated April 30, 2025 EX-99.1 Exhibit 99.1 Today’s Announcement Email Dear Colleagues, A few moments ago, we announced that we entered into a definitive agreement for our Company to be acquired by Novartis AG for an initial payment of $7.00 per share in cash at closing. This upfront cash portion represents a 274% premium to Regulus’ 60-day volume-weighted average stock price, and 108% to our closing price on April 29, |
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| May 1, 2025 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE TO TENDER OFFER STATEMENT UNDER SECTION 14(D)(1) OR (13)(E)(1) OF THE SECURITIES EXCHANGE ACT OF 1934 REGULUS THERAPEUTICS INC. (Name of Subject Company (Issuer)) REDWOOD MERGER SUB INC. (Offeror) an indirect wholly owned subsidiary of NOVARTIS AG (Offeror) (Name of Filing Persons (identifying status as offeror, issue |
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| May 1, 2025 |
SC14D9C UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14D-9 SOLICITATION/RECOMMENDATION STATEMENT PURSUANT TO SECTION 14(d)(4) OF THE SECURITIES EXCHANGE ACT OF 1934 REGULUS THERAPEUTICS INC. (Name of Subject Company) REGULUS THERAPEUTICS INC. (Name of Person(s) Filing Statement) Common Stock, $0.001 par value per share (Title of Class of Securities) 75915K309 (C |
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| May 1, 2025 |
Form Email for Patient Advocacy Groups, dated April 30, 2025 EX-99.3 Exhibit 99.3 DRAFT – Email Communication to Patient Advocacy Groups ++ To be sent shortly after press release crosses wire ++ Subject: Regulus Update Hi [NAME], This morning, Regulus announced that we entered into a definitive agreement for our company to be acquired by Novartis AG. We believe this is a very positive development for Regulus and is the best path forward for our company and |
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| May 1, 2025 |
Form Email to Key Opinion Leaders, dated April 30, 2025 EX-99.5 Exhibit 99.5 DRAFT – Email Communication to KOLs Not Working on a Regulus Clinical Trial ++ To be sent shortly after press release crosses wire ++ Subject: Regulus Update Hi [NAME], This morning, Regulus announced that we entered into a definitive agreement for our company to be acquired by Novartis AG. We believe this is a very positive development for Regulus and is the best path forward |
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| May 1, 2025 |
Form Email for Vendors, dated April 30, 2025 EX-99.2 Exhibit 99.2 DRAFT – Email Communication to Vendors ++ To be sent shortly after press release crosses wire ++ Subject: Regulus Update Hi [NAME], This morning, Regulus announced that we entered into a definitive agreement for our company to be acquired by Novartis AG. We believe this is a very positive development for Regulus and is the best path forward for our company and the patients we |
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| May 1, 2025 |
Exhibit 99.1 Subject: Regulus & Novartis Dear Regulus Team, On behalf of my Novartis colleagues, I want to express our genuine excitement to partner with you to accelerate the development of potentially transformative new therapies for patients living with renal diseases. From our earliest conversations with your leadership team to our deeper engagement, we’ve been profoundly impressed by the peop |
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| May 1, 2025 |
Form Email for Clinical Trial Sites, dated April 30, 2025 EX-99.4 Exhibit 99.4 DRAFT – Email Communication to Clinical Trial Sites ++ To be sent shortly after press release crosses wire ++ Subject: Regulus Update Hi [NAME], This morning, Regulus announced that we entered into a definitive agreement for our Company to be acquired by Novartis AG. We believe this is a very positive development for Regulus and is the best path forward for our Company and the |
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| April 30, 2025 |
SC14D9C UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14D-9 SOLICITATION/RECOMMENDATION STATEMENT PURSUANT TO SECTION 14(d)(4) OF THE SECURITIES EXCHANGE ACT OF 1934 REGULUS THERAPEUTICS INC. (Name of Subject Company) REGULUS THERAPEUTICS INC. (Name of Person(s) Filing Statement) Common Stock, $0.001 par value per share (Title of Class of Securities) 75915K309 (C |
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| April 30, 2025 |
Exhibit 2.1 Execution Version AGREEMENT AND PLAN OF MERGER by and among NOVARTIS AG, REDWOOD MERGER SUB INC. and REGULUS THERAPEUTICS INC. Dated as of April 29, 2025 TABLE OF CONTENTS Page ARTICLE I DEFINITIONS & INTERPRETATIONS 2 1.1 Certain Definitions 2 1.2 Certain Interpretations 17 ARTICLE II THE OFFER 18 2.1 The Offer 18 2.2 Company Actions 23 ARTICLE III THE MERGER 25 3.1 The Merger 25 3.2 |
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| April 30, 2025 |
Press release issued by Novartis AG, dated April 30, 2025. Exhibit 99.1 Novartis International AG Novartis Global Communications CH-4002 Basel Switzerland https://www.novartis.com https://twitter.com/novartisnews MEDIA & INVESTOR RELEASE Novartis to acquire Regulus Therapeutics and farabursen, an investigational microRNA inhibitor to treat ADPKD, the most common genetic cause of renal failure · Regulus is a clinical-stage biopharmaceutical company develop |
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| April 30, 2025 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE TO TENDER OFFER STATEMENT UNDER SECTION 14(D)(1) OR (13)(E)(1) OF THE SECURITIES EXCHANGE ACT OF 1934 REGULUS THERAPEUTICS INC. (Name of Subject Company (Issuer)) REDWOOD MERGER SUB INC. (Offeror) an indirect wholly owned subsidiary of NOVARTIS AG (Offeror) (Name of Filing Persons (identifying status as offeror, issue |
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| April 30, 2025 |
Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-K/A (Amendment No. 1) (Mark One) ☒ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 FOR THE FISCAL YEAR ENDED DECEMBER 31, 2024 or ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 FOR THE TRANSITION PERIOD FROM TO |
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| April 30, 2025 |
Exhibit 99.1 Regulus Therapeutics Enters into Agreement to be Acquired by Novartis AG Novartis to acquire Regulus for $7.00 per share in cash, with potential to receive an additional $7.00 per share in cash through a contingent value right, for a total equity value of up to approximately $1.7 billion Transaction is expected to be completed in the second half of 2025, subject to customary closing c |
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| April 30, 2025 |
Exhibit 99.2 LinkedIn post from Aharon (Ronny) Gal, Ph.D., Chief Strategy & Growth Officer of Novartis AG 1 Important Information about the Tender Offer This communication is neither an offer to purchase nor a solicitation of an offer to sell any shares of common stock, par value $0.001 (the “Shares”), of Regulus Therapeutics Inc., a Delaware corporation (“Regulus”) or any other securities. The te |
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| April 30, 2025 |
Novartis AG employee intranet post, dated April 30, 2025. Exhibit 99.3 Novartis enters into an agreement to acquire Regulus Therapeutics Dear Colleagues, I am pleased to share that today Novartis entered into an agreement to acquire Regulus Therapeutics, subject to customary closing conditions. Regulus is a San Diego-based biopharmaceutical company focused on developing microRNA therapeutics. The lead asset, farabursen is a first-in-class novel, next gen |
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| April 30, 2025 |
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): April 29, 2025 Regulus Therapeutics Inc. (Exact name of registrant as specified in its charter) Delaware 001-35670 26-4738379 (State or other jurisdiction of incorporation or organiza |
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| March 27, 2025 |
Phase 1b Trial Cohort 4 Final Efficacy Results. March 27, 2025 Exhibit 99.1 Statements contained in this presentation regarding matters that are not historical facts are "forward-looking statements" within the meaning of the Private Securities Litigation Reform Act of 1995, including statements associated with Regulus’ farabursen (RGLS8429) program, the potential that farabursen may be eligible fo |
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| March 27, 2025 |
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): March 27, 2025 Regulus Therapeutics Inc. (Exact name of registrant as specified in its charter) Delaware 001-35670 26-4738379 (State of (Commission (IRS Employer incorporation) File N |
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| March 13, 2025 |
Exhibit 19.1 Regulus Therapeutics Inc. Insider Trading and Window Period Policy I. Introduction The purpose of this policy is to clarify the circumstances under which trading in the stock of Regulus Therapeutics Inc. (the “Company”), or another publicly-traded company with which the Company has business dealings (each, a “Third Party”), by the Company’s directors, officers, other employees and con |
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| March 13, 2025 |
Cris Calsada, Yearly Discretionary Base Salary Increase, effective January 1, 2025. Exhibit 10.16 Cris Calsada Yearly Discretionary Base Salary Increase The Board of Directors (the “Board”) of Regulus Therapeutics Inc., upon the recommendation of the Compensation Committee of the Board, approved the increase of Ms. Calsada’s annual base salary to $442,000, effective January 1, 2025. |
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| March 13, 2025 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-K Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-K (Mark One) ☒ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 FOR THE FISCAL YEAR ENDED DECEMBER 31, 2024 or ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 FOR THE TRANSITION PERIOD FROM TO Commission file number: 001-35 |
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| March 13, 2025 |
Results of Operations and Financial Condition 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): March 13, 2025 Regulus Therapeutics Inc. (Exact name of registrant as specified in its charter) Delaware 001-35670 26-4738379 (State of incorporation) (Commission File No.) (IRS Emplo |
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| March 13, 2025 |
Exhibit 4.3 DESCRIPTION OF COMMON STOCK General The following description summarizes the most important terms of our common stock. Because it is only a summary, it does not contain all the information that may be important to you. For a complete description of the matters set forth in this “Description of Common Stock,” you should refer to our amended and restated certificate of incorporation, as |
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| March 13, 2025 |
Joseph P. Hagan, Yearly Discretionary Base Salary Increase, effective January 1, 2025. Exhibit 10.14 Joseph P. Hagan Yearly Discretionary Base Salary Increase The Board of Directors (the “Board”) of Regulus Therapeutics Inc., upon the recommendation of the Compensation Committee of the Board, approved the increase of Mr. Hagan’s annual base salary to $666,016, effective January 1, 2025. |
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| March 13, 2025 |
Preston Klassen, Yearly Discretionary Base Salary Increase, effective January 1, 2025. Exhibit 10.17 Preston Klassen Yearly Discretionary Base Salary Increase The Board of Directors (the “Board”) of Regulus Therapeutics Inc., upon the recommendation of the Compensation Committee of the Board, approved the increase of Mr. Klassen’s annual base salary to $513,760, effective January 1, 2025. |
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| March 13, 2025 |
Christopher Aker, Yearly Discretionary Base Salary Increase, effective January 1, 2025. Exhibit 10.15 Christopher R. Aker Yearly Discretionary Base Salary Increase The Board of Directors (the “Board”) of Regulus Therapeutics Inc., upon the recommendation of the Compensation Committee of the Board, approved the increase of Mr. Aker’s annual base salary to $442,000, effective January 1, 2025. |
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| March 13, 2025 |
Exhibit 99.1 Regulus Therapeutics Reports Fourth Quarter and Year-End 2024 Financial Results and Recent Updates Positive topline results from an interim analysis of the fourth cohort of patients in the Phase 1b multiple- ascending dose (MAD) clinical trial of farabursen (RGLS8429) for the treatment of autosomal dominant polycystic kidney disease (ADPKD) Agreement on key components of a Phase 3 sin |
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| March 4, 2025 |
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): February 28, 2025 Regulus Therapeutics Inc. (Exact name of registrant as specified in its charter) Delaware 001-35670 26-4738379 (State of incorporation) (Commission File No.) (IRS Em |
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| March 4, 2025 |
EX-10.1 Exhibit 10.1 FIRST AMENDMENT TO LEASE AGREEMENT THIS FIRST AMENDMENT TO LEASE AGREEMENT (this “First Amendment”) is made as the date of the last signature below (the “Effective Date”), by and between ARE-SD REGION NO. 61, LLC, a Delaware limited liability company (“Landlord”), and REGULUS THERAPEUTICS INC., a Delaware corporation (“Tenant”). RECITALS A. Landlord (as successor-in-interest t |
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| January 30, 2025 |
As filed with the Securities and Exchange Commission on January 30, 2025 As filed with the Securities and Exchange Commission on January 30, 2025 Registration No. |
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| January 30, 2025 |
Exhibit 107 CALCULATION OF FILING FEE TABLE Form S-8 Regulus Therapeutics Inc. Table 1 – Newly Registered Securities Security Type Security Class Title Fee Calculation Rule Amount Registered (1) Proposed Maximum Offering Price Per Unit Maximum Aggregate Offering Price Fee Rate Amount of Registration Fee Equity Common Stock, par value $0.001 per share to be issued pursuant to the Regulus Therape |
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| November 14, 2024 |
RGLS / Regulus Therapeutics Inc. / RA CAPITAL MANAGEMENT, L.P. - SC 13G/A Passive Investment UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 SCHEDULE 13G/A Under the Securities Exchange Act of 1934 (Amendment No. 1)* Regulus Therapeutics Inc. (Name of Issuer) Common Stock, par value $0.001 per share (Title of Class of Securities) 75915K309 (CUSIP Number) September 30, 2024 (Date of Event Which Requires Filing of this Statement) Check the appropriate box to designat |
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| November 14, 2024 |
SC 13G/A 1 sc13ga707422rgls11142024.htm AMENDMENT NO. 7 TO SCHEDULE 13G UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G (Rule 13d-102) INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT TO RULES 13d-1(b), (c), AND (d) AND AMENDMENTS THERETO FILED PURSUANT TO RULE 13d-2(b) (Amendment No. 7)1 Regulus Therapeutics Inc. (Name of Issuer) Common Stock, par value |
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| November 14, 2024 |
EXHIBIT 1 AGREEMENT This Joint Filing Agreement, dated as of November 14, 2024 is by and among RA Capital Management, L. |
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| November 7, 2024 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-Q UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-Q (Mark One) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 FOR THE QUARTERLY PERIOD ENDED SEPTEMBER 30, 2024 or ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 FOR THE TRANSITION PERIOD FROM TO Commission file number: 001-35670 Regul |
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| November 7, 2024 |
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): November 7, 2024 Regulus Therapeutics Inc. (Exact name of registrant as specified in its charter) Delaware 001-35670 26-4738379 (State of incorporation) (Commission File No.) (IRS Emp |
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| November 7, 2024 |
Exhibit 99.1 Regulus Therapeutics Reports Third Quarter 2024 Financial Results and Recent Updates Completed enrollment in the fourth cohort of the Phase 1b multiple-ascending dose (MAD) clinical trial of RGLS8429 for the treatment of autosomal dominant polycystic kidney disease (ADPKD) Presented a poster highlighting data from the ongoing MAD study of RGLS8429 in ADPKD at American Society of Nephr |
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| October 24, 2024 |
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): October 22, 2024 Regulus Therapeutics Inc. (Exact name of registrant as specified in its charter) Delaware 001-35670 26-4738379 (State of incorporation) (Commission File No.) (IRS Emp |
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| October 24, 2024 |
Exhibit 10.1 CERTAIN CONFIDENTIAL INFORMATION CONTAINED IN THIS DOCUMENT, MARKED BY [***], HAS BEEN OMITTED BECAUSE IT IS BOTH (I) NOT MATERIAL AND (II) IS THE TYPE THAT THE REGISTRANT TREATS AS PRIVATE OR CONFIDENTIAL. PATENT & TECHNOLOGY LICENSE AGREEMENT AGT. NO. 2018-0049 This Patent and Technology License Agreement (“Agreement”) is between The Board of Regents (“Board”) of The University of T |
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| October 11, 2024 |
RGLS / Regulus Therapeutics Inc. / Octagon Capital Advisors LP Passive Investment UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. )* Regulus Therapeutics Inc. (Name of Issuer) Common Stock, $0.001 par value (Title of Class of Securities) 75915K309 (CUSIP Number) September 30, 2024 (Date of Event Which Requires Filing of This Statement) Check the appropriate box to designate the rule pu |
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| August 8, 2024 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-Q UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-Q (Mark One) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 FOR THE QUARTERLY PERIOD ENDED JUNE 30, 2024 or ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 FOR THE TRANSITION PERIOD FROM TO Commission file number: 001-35670 Regulus Th |
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| August 8, 2024 |
Exhibit 99.1 Regulus Therapeutics Reports Second Quarter 2024 Financial Results and Recent Updates Announced positive topline data from the third cohort of patients in the Phase 1b MAD study of RGLS8429 in autosomal dominant polycystic kidney disease (ADPKD) On track for an End-Of-Phase 1 meeting by year-end Appointed Rekha Garg, M.D., M.S., to Chief Medical Officer Ended second quarter 2024 with |
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| August 8, 2024 |
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): August 8, 2024 Regulus Therapeutics Inc. (Exact name of registrant as specified in its charter) Delaware 001-35670 26-4738379 (State of incorporation) (Commission File No.) (IRS Emplo |
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| June 24, 2024 |
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): June 24, 2024 Regulus Therapeutics Inc. (Exact name of registrant as specified in its charter) Delaware 001-35670 26-4738379 (State of incorporation) (Commission File No.) (IRS Employ |
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| May 20, 2024 |
Exhibit 107 CALCULATION OF FILING FEE TABLE Form S-8 Regulus Therapeutics Inc. Table 1 – Newly Registered Securities Security Type Security Class Title Fee Calculation Rule Amount Registered (1) Proposed Maximum Offering Price Per Unit Maximum Aggregate Offering Price Fee Rate Amount of Registration Fee Equity Common Stock, par value $0.001 per share to be issued pursuant to the Regulus Therapeuti |
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| May 20, 2024 |
As filed with the Securities and Exchange Commission on May 20, 2024 S-8 As filed with the Securities and Exchange Commission on May 20, 2024 Registration No. |
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| May 17, 2024 |
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): May 16, 2024 Regulus Therapeutics Inc. (Exact name of registrant as specified in its charter) Delaware 001-35670 26-4738379 (State of incorporation) (Commission File No.) (IRS Employe |
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| May 17, 2024 |
Exhibit 99.1 APPENDIX A REGULUS THERAPEUTICS INC. 2019 EQUITY INCENTIVE PLAN ADOPTED BY THE BOARD OF DIRECTORS: JUNE 15, 2019 APPROVED BY THE STOCKHOLDERS: AUGUST 1, 2019 AMENDED BY THE BOARD OF DIRECTORS: APRIL 20, 2023 APPROVED BY THE STOCKHOLDERS: JUNE 13, 2023 AMENDED BY THE BOARD OF DIRECTORS: APRIL 17, 2024 APPROVED BY THE STOCKHOLDERS: MAY 16, 2024 1. GENERAL. (a) Successor to and Continuat |
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| May 9, 2024 |
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): May 9, 2024 Regulus Therapeutics Inc. (Exact name of registrant as specified in its charter) Delaware 001-35670 26-4738379 (State of incorporation) (Commission File No.) (IRS Employer |
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| May 9, 2024 |
Exhibit 99.1 Regulus Therapeutics Reports First Quarter 2024 Financial Results and Recent Updates Initiated the fourth cohort of patients in the Phase 1b multiple-ascending dose (MAD) clinical trial of RGLS8429 for the treatment of autosomal dominant polycystic kidney disease (ADPKD) Topline data from the third cohort of patients in the Phase 1b MAD study of RGLS8429 expected in mid-2024 Ended fir |
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| May 9, 2024 |
Up to $50,000,000 of Shares of Common Stock Regulus Therapeutics Inc. Table of Contents Filed Pursuant to Rule 424(b)(5) Registration No. 333-276287 PROSPECTUS SUPPLEMENT (to Prospectus dated January 9, 2024) Up to $50,000,000 of Shares of Common Stock Regulus Therapeutics Inc. We have entered into a common stock sales agreement, or the Sales Agreement, with H.C. Wainwright & Co., LLC, or Wainwright, relating to the sale of our common stock, par value $0.001 per sha |
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| May 9, 2024 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-Q UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-Q (Mark One) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 FOR THE QUARTERLY PERIOD ENDED MARCH 31, 2024 or ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 FOR THE TRANSITION PERIOD FROM TO Commission file number: 001-35670 Regulus T |
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| April 30, 2024 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. ) Filed by the Registrant ☒ Filed by a Party other than the Registrant ☐ Check the appropriate box: ☐ Preliminary Proxy Statement ☐ Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) ☐ Defi |
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| April 19, 2024 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. ) Filed by the Registrant ☒ Filed by a Party other than the Registrant ☐ Check the appropriate box: ☐ Preliminary Proxy Statement ☐ Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) ☒ Defi |
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| April 17, 2024 |
REGULUS THERAPEUTICS INC. 4224 Campus Point Court, Suite 210 San Diego, CA 92121 REGULUS THERAPEUTICS INC. 4224 Campus Point Court, Suite 210 San Diego, CA 92121 April 17, 2024 VIA EDGAR United States Securities and Exchange Commission Division of Corporation Finance 100 F Street, N.E. Washington, D.C. 20549 Attn: Jimmy McNamara RE: Regulus Therapeutics Inc. Registration Statement on Form S-3 Filed April 9, 2024 File No. 333-278581 Ladies and Gentlemen: Regulus Therapeutics In |
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| April 9, 2024 |
Exhibit 107 Calculation of Filing Fee Tables FORM S-3 (Form Type) REGULUS THERAPEUTICS INC. |
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| April 9, 2024 |
As filed with the Securities and Exchange Commission on April 9, 2024 Table of Contents As filed with the Securities and Exchange Commission on April 9, 2024 Registration No. |
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| March 25, 2024 |
RGLS / Regulus Therapeutics Inc. / RA CAPITAL MANAGEMENT, L.P. - SC 13G Passive Investment SC 13G 1 tm249576d1sc13g.htm SC 13G UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. )* Regulus Therapeutics Inc. (Name of Issuer) Common Stock, par value $0.001 per share (Title of Class of Securities) 75915K101 (CUSIP Number) March 14, 2024 (Date of Event Which Requires Filing of this Statement) Check th |
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| March 22, 2024 |
RGLS / Regulus Therapeutics Inc. / Deep Track Capital, LP Passive Investment SC 13G 1 deeptrack-rgls031224.htm UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. )* Regulus Therapeutics Inc. (Name of Issuer) Common Stock, par value $0.001 per share (Title of Class of Securities) 75915K309 (CUSIP Number) March 12, 2024 (Date of Event Which Requires Filing of this Statement) Check the ap |
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| March 21, 2024 |
EX-99.1 Exhibit 99.1 Regulus Therapeutics Reports Fourth Quarter and Year-End 2023 Financial Results and Recent Updates Positive topline data from the second cohort of patients in Phase 1b Multiple-Ascending Dose (MAD) Clinical Trial of RGLS8429 for the Treatment of Autosomal Dominant Polycystic Kidney Disease (ADPKD) Oversubscribed $100 million private placement; expected to extend cash runway in |
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| March 21, 2024 |
Exhibit 97 REGULUS THERAPEUTICS INC. Incentive Compensation Recoupment Policy 1.Introduction The Board of Directors (the “Board”) and the Compensation Committee of the Board (the “Compensation Committee”) of Regulus Therapeutics Inc., a Delaware corporation (the “Company”), have determined that it is in the best interests of the Company and its stockholders to adopt this Incentive Compensation Rec |
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| March 21, 2024 |
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): March 21, 2024 Regulus Therapeutics Inc. (Exact name of registrant as specified in its charter) Delaware 001-35670 26-4738379 (State of incorporation) (Commission File No.) (IRS Emplo |
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| March 21, 2024 |
Joseph P. Hagan, Yearly Discretionary Base Salary Increase, effective January 1, 2024. Exhibit 10.14 Joseph P. Hagan Yearly Discretionary Base Salary Increase The Board of Directors (the “Board”) of Regulus Therapeutics Inc., upon the recommendation of the Compensation Committee of the Board, approved the increase of Mr. Hagan’s annual base salary to $640,400, effective January 1, 2024. |
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| March 21, 2024 |
Cris Calsada, Yearly Discretionary Base Salary Increase, effective January 1, 2024. Exhibit 10.16 Cris Calsada Yearly Discretionary Base Salary Increase The Board of Directors (the “Board”) of Regulus Therapeutics Inc., upon the recommendation of the Compensation Committee of the Board, approved the increase of Ms. Calsada’s annual base salary to $425,000, effective January 1, 2024. |
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| March 21, 2024 |
Christopher Aker, Yearly Discretionary Base Salary Increase, effective January 1, 2024. Exhibit 10.15 Christopher R. Aker Yearly Discretionary Base Salary Increase The Board of Directors (the “Board”) of Regulus Therapeutics Inc., upon the recommendation of the Compensation Committee of the Board, approved the increase of Mr. Aker’s annual base salary to $425,000, effective January 1, 2024. |
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| March 21, 2024 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-K Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-K (Mark One) ☒ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 FOR THE FISCAL YEAR ENDED DECEMBER 31, 2023 or ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 FOR THE TRANSITION PERIOD FROM TO Commission file number: 001-35 |
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| March 21, 2024 |
Exhibit 3.12 CERTIFICATE OF DECREASE OF THE NUMBER OF SHARES OF CLASS A-1 CONVERTIBLE PREFERRED STOCK, CLASS A-2 CONVERTIBLE PREFERRED STOCK AND CLASS A-3 CONVERTIBLE PREFERRED STOCK OF REGULUS THERAPEUTICS INC. (Pursuant to Section 151(g) of the General Corporation Law of the State of Delaware) The Certificate of Incorporation, as amended to date, of Regulus Therapeutics Inc., a Delaware corporat |
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| March 21, 2024 |
Preston Klassen, Yearly Discretionary Base Salary Increase, effective January 1, 2024. Exhibit 10.17 Preston Klassen Yearly Discretionary Base Salary Increase The Board of Directors (the “Board”) of Regulus Therapeutics Inc., upon the recommendation of the Compensation Committee of the Board, approved the increase of Mr. Klassen’s annual base salary to $494,000, effective January 1, 2024. |
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| March 20, 2024 |
SC 13G 1 ea0202216-13gvivoregulus.htm SCHEDULE 13G UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. )* Regulus Therapeutics Inc. (Name of Issuer) Common Stock, $0.001 par value (Title of Class of Securities) 75915K 309 (CUSIP Number) March 14, 2024 (Date of Event which Requires Filing of this Statement) Ch |
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| March 20, 2024 |
EX-99.1 2 ea020221601ex99-1regulus.htm JOINT FILING STATEMENT EXHIBIT 99.1 Joint Filing Agreement The undersigned acknowledge and agree that the foregoing statement on Schedule 13G is filed on behalf of each of the undersigned and that all subsequent amendments to this statement on Schedule 13G shall be filed on behalf of each of the undersigned without the necessity of filing additional joint fil |
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| March 18, 2024 |
Schedule 13D UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D Under the Securities Exchange Act of 1934 (Amendment No. 4)* Regulus Therapeutics Inc. (Name of Issuer) Common Stock, $0.001 par value (Title of Class of Securities) 75915K101 (CUSIP Number) Stephanie Brecher New Enterprise Associates 1954 Greenspring Drive, Suite 600, Timonium, MD 21093 (410) 842-400 |
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| March 14, 2024 |
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): March 11, 2024 Regulus Therapeutics Inc. (Exact name of registrant as specified in its charter) Delaware 001-35670 26-4738379 (State of incorporation) (Commission File No.) (IRS Emplo |
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| March 14, 2024 |
Exhibit 3.1 REGULUS THERAPEUTICS INC. CERTIFICATE OF DESIGNATION OF PREFERENCES, RIGHTS AND LIMITATIONS OF CLASS A-6 CONVERTIBLE PREFERRED STOCK PURSUANT TO SECTION 151 OF THE DELAWARE GENERAL CORPORATION LAW REGULUS THERAPEUTICS INC., a Delaware corporation (the “Corporation”), in accordance with the provisions of Section 103 of the Delaware General Corporation Law (the “DGCL”) does hereby certif |
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| March 14, 2024 |
EX-99.2 Exhibit 99.2 Regulus Therapeutics Announces Positive Topline Data from the Second Cohort of Patients in its Phase 1b Multiple-Ascending Dose (MAD) Clinical Trial of RGLS8429 for the Treatment of Autosomal Dominant Polycystic Kidney Disease (ADPKD) Mechanistic dose response observed at a 2mg/kg dose level based on urinary biomarker analyses Encouraging exploratory results of imaging-based b |
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| March 14, 2024 |
EX-10.1 Exhibit 10.1 SECURITIES PURCHASE AGREEMENT This SECURITIES PURCHASE AGREEMENT (this “Agreement”), dated as of March 11, 2024, is made by and among REGULUS THERAPEUTICS INC., a Delaware corporation (the “Company”), and the Purchasers listed on Exhibit A hereto, together with their permitted transferees (each, a “Purchaser” and collectively, the “Purchasers”). RECITALS: A. The Company and th |
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| March 14, 2024 |
Regulus Therapeutics Announces Oversubscribed $100 Million Private Placement of Equity EX-99.1 Exhibit 99.1 Regulus Therapeutics Announces Oversubscribed $100 Million Private Placement of Equity SAN DIEGO, CA, March 12, 2024 - Regulus Therapeutics Inc. (Nasdaq: RGLS), a biopharmaceutical company focused on the discovery and development of innovative medicines targeting microRNAs (the “Company” or “Regulus”), today announced that it has entered into a definitive securities purchase a |
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| February 6, 2024 |
RGLS / Regulus Therapeutics Inc. / VICTORY CAPITAL MANAGEMENT INC Passive Investment UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 ( Amendment No. 4)* Regulus Therapeutics Inc. (Name of Issuer) Common Stock (Title of Class of Securities) 75915K200 (CUSIP Number) December 31, 2023 (Date of Event which Requires Filing of this Statement) Check the appropriate box to designate the rule pursuant to which t |
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| January 18, 2024 |
RGLS / Regulus Therapeutics Inc. / FEDERATED HERMES, INC. Passive Investment SC 13G/A 1 rgls1575-form.htm OMB APPROVAL OMB Number: 3235-0145 Estimated average burden hours per response ….11 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. 3*) REGULUS THERAPEUTICS, INC. (Name of Issuer) COMMON STOCK (Title of Class of Securities) 75915K200 (CUSIP Number) December 31, 2023 (Date of E |
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| January 12, 2024 |
EX-99.5 Exhibit 99.5 REGULUS THERAPEUTICS INC. 2021 INDUCEMENT PLAN ADOPTED BY THE BOARD OF DIRECTORS: NOVEMBER 23, 2021 AMENDED BY THE BOARD OF DIRECTORS: DECEMBER 6, 2022 AMENDED BY THE BOARD OF DIRECTORS: DECEMBER 8, 2023 In accordance with Section 9(a), the maximum number of securities subject to the Plan pursuant to Section 3(a) has been updated to give effect to a proportional adjustment app |
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| January 12, 2024 |
EX-FILING FEES Exhibit 107 CALCULATION OF FILING FEE TABLE Form S-8 Regulus Therapeutics Inc. |
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| January 12, 2024 |
As filed with the Securities and Exchange Commission on January 12, 2024 S-8 As filed with the Securities and Exchange Commission on January 12, 2024 Registration No. |
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| January 5, 2024 |
Regulus Therapeutics Inc. 4224 Campus Point Court, Suite 210 San Diego, CA 92121 (858) 202-6300 Regulus Therapeutics Inc. 4224 Campus Point Court, Suite 210 San Diego, CA 92121 (858) 202-6300 January 5, 2024 VIA EDGAR United States Securities and Exchange Commission Division of Corporation Finance 100 F Street, N.E. Washington, D.C. 20549 Attn: Jason Drory Re: Regulus Therapeutics Inc. Registration Statement on Form S-3 File No. 333-276287 Acceleration Request Requested Date: Tuesday, Januar |
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| December 27, 2023 |
Form of Common Stock Warrant Agreement and Warrant Certificate. EX-4.18 Exhibit 4.18 REGULUS THERAPEUTICS INC. and , AS WARRANT AGENT FORM OF COMMON STOCK WARRANT AGREEMENT DATED AS OF [ ], 20 REGULUS THERAPEUTICS INC. FORM OF COMMON STOCK WARRANT AGREEMENT THIS COMMON STOCK WARRANT AGREEMENT (this “Agreement”), dated as of [•], between REGULUS THERAPEUTICS INC. , a Delaware corporation (the “Company”), and [•], a [corporation] [national banking association] o |
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| December 27, 2023 |
Form of Preferred Stock Warrant Agreement and Warrant Certificate. EX-4.19 Exhibit 4.19 REGULUS THERAPEUTICS INC. AND , AS WARRANT AGENT FORM OF PREFERRED STOCK WARRANT AGREEMENT DATED AS OF REGULUS THERAPEUTICS INC. FORM OF PREFERRED STOCK WARRANT AGREEMENT THIS PREFERRED STOCK WARRANT AGREEMENT (this “Agreement”), dated as of [•], between REGULUS THERAPEUTICS INC., a Delaware corporation (the “Company”), and [•], a [corporation] [national banking association] o |
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| December 27, 2023 |
Exhibit 107 Calculation of Filing Fee Tables FORM S-3 (Form Type) REGULUS THERAPEUTICS INC. |
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| December 27, 2023 |
As filed with the Securities and Exchange Commission on December 27, 2023 S-3 Table of Contents As filed with the Securities and Exchange Commission on December 27, 2023 Registration No. |
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| December 27, 2023 |
EX-4.15 Exhibit 4.15 REGULUS THERAPEUTICS INC., Issuer AND [TRUSTEE], Trustee INDENTURE Dated as of [•], 20 Debt Securities TABLE OF CONTENTS PAGE ARTICLE 1 DEFINITIONS 1 Section 1.01 Definitions of Terms 1 ARTICLE 2 ISSUE, DESCRIPTION, TERMS, EXECUTION, REGISTRATION AND EXCHANGE OF SECURITIES 5 Section 2.01 Designation and Terms of Securities 5 Section 2.02 Form of Securities and Trustee’s Certif |
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| December 27, 2023 |
Form of Debt Securities Warrant Agreement and Warrant Certificate. EX-4.20 Exhibit 4.20 REGULUS THERAPEUTICS INC. AND , AS WARRANT AGENT FORM OF DEBT SECURITIES WARRANT AGREEMENT DATED AS OF REGULUS THERAPEUTICS INC. FORM OF DEBT SECURITIES WARRANT AGREEMENT THIS DEBT SECURITIES WARRANT AGREEMENT (this “Agreement”), dated as of [•], between REGULUS THERAPEUTICS INC., a Delaware corporation (the “Company”), and [•], a [corporation] [national banking association] o |
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| November 9, 2023 |
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): November 9, 2023 Regulus Therapeutics Inc. (Exact name of registrant as specified in its charter) Delaware 001-35670 26-4738379 (State of incorporation) (Commission File No.) (IRS Emp |
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| November 9, 2023 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-Q UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-Q (Mark One) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 FOR THE QUARTERLY PERIOD ENDED SEPTEMBER 30, 2023 or ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 FOR THE TRANSITION PERIOD FROM TO Commission file number: 001-35670 Regul |
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| November 9, 2023 |
EX-99.1 Exhibit 99.1 Regulus Therapeutics Reports Third Quarter 2023 Financial Results and Recent Updates Announced positive topline data from the first cohort of patients in Phase 1b Multiple-Ascending Dose (MAD) Clinical Trial of RGLS8429 for the Treatment of Autosomal Dominant Polycystic Kidney Disease (ADPKD) Completed enrollment in the second cohort of the Phase 1b MAD Clinical Trial of RGLS8 |
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| August 8, 2023 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-Q UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-Q (Mark One) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 FOR THE QUARTERLY PERIOD ENDED JUNE 30, 2023 or ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 FOR THE TRANSITION PERIOD FROM TO Commission file number: 001-35670 Regulus Th |
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| August 8, 2023 |
Exhibit 10.2 EMPLOYMENT AGREEMENT This Employment Agreement (the “Agreement”) is made and entered into effective as of June 12, 2023 (the “Effective Date”), by and between Regulus Therapeutics Inc., a Delaware corporation (the “Company”), and Preston S. Klassen, M.D., MHS (the “Executive”). The Company and the Executive are hereinafter collectively referred to as the “Parties”, and individually re |
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| August 8, 2023 |
Financial Statements and Exhibits, Results of Operations and Financial Condition 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): August 8, 2023 Regulus Therapeutics Inc. (Exact name of registrant as specified in its charter) Delaware 001-35670 26-4738379 (State of incorporation) (Commission File No.) (IRS Emplo |
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| August 8, 2023 |
Exhibit 99.1 Regulus Therapeutics Reports Second Quarter 2023 Financial Results and Recent Updates First patient dosed in second cohort of patients with Autosomal Dominant Polycystic Kidney Disease (ADPKD) in Phase 1b Multiple-Ascending Dose (MAD) study of RGLS8429 R&D Day to discuss our ADPKD program to be held Wednesday, September 6th Strengthened leadership through appointments of Preston S. Kl |
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| August 8, 2023 |
Exhibit 10.4 June 19, 2023 Via Federal Express and E-mail REGULUS THERAPEUTICS INC. 4224 Campus Point Court, Suite 210 San Diego, CA 92121 Attn: Joseph Hagan, CEO and Cris Calsada, CFO Email: [email protected] and [email protected] Re: Change in Basic Rate Ladies and Gentlemen: Reference is hereby made to that certain Loan and Security Agreement, dated as of June 17, 2016 (as amended or mo |
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| June 29, 2023 |
As filed with the Securities and Exchange Commission on June 29, 2023 S-8 As filed with the Securities and Exchange Commission on June 29, 2023 Registration No. |
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| June 29, 2023 |
EX-FILING FEES Exhibit 107 Calculation of Filing Fee Tables Form S-8 (Form Type) Regulus Therapeutics Inc. |
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| June 23, 2023 |
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): June 22, 2023 Regulus Therapeutics Inc. (Exact name of registrant as specified in its charter) Delaware 001-35670 26-4738379 (State of incorporation) (Commission File No.) (IRS Employ |
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| June 14, 2023 |
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): June 13, 2023 Regulus Therapeutics Inc. (Exact name of registrant as specified in its charter) Delaware 001-35670 26-4738379 (State of incorporation) (Commission File No.) (IRS Employ |
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| June 14, 2023 |
EX-99.1 Exhibit 99.1 REGULUS THERAPEUTICS INC. 2019 EQUITY INCENTIVE PLAN ADOPTED BY THE BOARD OF DIRECTORS: JUNE 15, 2019 APPROVED BY THE STOCKHOLDERS: AUGUST 1, 2019 AMENDED BY THE BOARD OF DIRECTORS: APRIL 20, 2023 APPROVED BY THE STOCKHOLDERS: JUNE 13, 2023 1. GENERAL. (a) Successor to and Continuation of Prior Plan. The Plan is intended as the successor to and continuation of the Regulus Ther |
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| June 12, 2023 |
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): June 12, 2023 Regulus Therapeutics Inc. (Exact name of registrant as specified in its charter) Delaware 001-35670 26-4738379 (State of incorporation) (Commission File No.) (IRS Employ |
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| June 5, 2023 |
DEFA14A UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. ) Filed by the Registrant ☒ Filed by a Party other than the Registrant ☐ Check the appropriate box: ☐ Preliminary Proxy Statement ☐ Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) |
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| May 17, 2023 |
Regulus Therapeutics Inc. 4224 Campus Point Court, Suite 210 San Diego, CA 92121 (858) 202-6300 CORRESP Regulus Therapeutics Inc. 4224 Campus Point Court, Suite 210 San Diego, CA 92121 (858) 202-6300 May 17, 2023 VIA EDGAR United States Securities and Exchange Commission Division of Corporation Finance 100 F Street, N.E. Washington, D.C. 20549 Attn: Jason Drory Re: Regulus Therapeutics Inc. Registration Statement on Form S-3 File No. 333-271847 Acceleration Request Requested Date: Friday, Ma |
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| May 12, 2023 |
Schedule 13D UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D Under the Securities Exchange Act of 1934 (Amendment No. 3)* Regulus Therapeutics Inc. (Name of Issuer) Common Stock, $0.001 par value (Title of Class of Securities) 75915K101 (CUSIP Number) Louis S. Citron, Esq. New Enterprise Associates 1954 Greenspring Drive, Suite 600, Timonium, MD 21093 (410) 842 |
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| May 11, 2023 |
EX-99.1 Exhibit 99.1 Regulus Therapeutics Reports First Quarter 2023 Financial Results and Recent Updates Enrollment completed in first cohort of patients with Autosomal Dominant Polycystic Kidney Disease (ADPKD) in Phase 1b Multiple-Ascending Dose (MAD) study of RGLS8429 Closed $15.0 million private placement of equity; expected to extend cash runway into mid-2024 SAN DIEGO, May 11, 2023 – Regulu |
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| May 11, 2023 |
Exhibit 107 Calculation of Filing Fee Tables FORM S-3 (Form Type) REGULUS THERAPEUTICS INC. |
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| May 11, 2023 |
Financial Statements and Exhibits, Results of Operations and Financial Condition 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): May 11, 2023 Regulus Therapeutics Inc. (Exact name of registrant as specified in its charter) Delaware 001-35670 26-4738379 (State of incorporation) (Commission File No.) (IRS Employe |
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| May 11, 2023 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-Q UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-Q (Mark One) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 FOR THE QUARTERLY PERIOD ENDED MARCH 31, 2023 or ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 FOR THE TRANSITION PERIOD FROM TO Commission file number: 001-35670 Regulus T |
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| May 11, 2023 |
As filed with the Securities and Exchange Commission on May 11, 2023 S-3 Table of Contents As filed with the Securities and Exchange Commission on May 11, 2023 Registration No. |
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| May 10, 2023 |
RGLS / Regulus Therapeutics Inc / FEDERATED HERMES, INC. Passive Investment OMB APPROVAL OMB Number: 3235-0145 Estimated average burden hours per response ….11 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. 2*) REGULUS THERAPEUTICS, INC. (Name of Issuer) COMMON STOCK (Title of Class of Securities) 75915K200 (CUSIP Number) April 30, 2023 (Date of Event Which Requires Filing of th |
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| April 28, 2023 |
DEFA14A UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. ) Filed by the Registrant ☒ Filed by a Party other than the Registrant ☐ Check the appropriate box: ☐ Preliminary Proxy Statement ☐ Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) |
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| April 28, 2023 |
DEF 14A UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. ) Filed by the Registrant ☒ Filed by a Party other than the Registrant ☐ Check the appropriate box: ☐ Preliminary Proxy Statement ☐ Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) |
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| April 13, 2023 |
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): April 13, 2023 Regulus Therapeutics Inc. (Exact name of registrant as specified in its charter) Delaware 001-35670 26-4738379 (State of incorporation) (Commission File No.) (IRS Emplo |
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| April 13, 2023 |
EX-3.1 Exhibit 3.1 REGULUS THERAPEUTICS INC. CERTIFICATE OF DESIGNATION OF PREFERENCES, RIGHTS AND LIMITATIONS OF CLASS A-5 CONVERTIBLE PREFERRED STOCK PURSUANT TO SECTION 151 OF THE DELAWARE GENERAL CORPORATION LAW REGULUS THERAPEUTICS INC., a Delaware corporation (the “Corporation”), in accordance with the provisions of Section 103 of the Delaware General Corporation Law (the “DGCL”) does hereby |
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| April 13, 2023 |
Regulus Therapeutics Announces $15 Million Private Placement of Equity EX-99.2 Exhibit 99.2 Regulus Therapeutics Announces $15 Million Private Placement of Equity SAN DIEGO, CA, April 13, 2023 - Regulus Therapeutics Inc. (Nasdaq: RGLS), a biopharmaceutical company focused on the discovery and development of innovative medicines targeting microRNAs (the “Company” or “Regulus”), today announced that it has entered into a definitive securities purchase agreement in conn |
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| April 13, 2023 |
EX-99.1 Exhibit 99.1 Execution Version SECURITIES PURCHASE AGREEMENT This SECURITIES PURCHASE AGREEMENT (this “Agreement”), dated as of April 13, 2023, is made by and among REGULUS THERAPEUTICS INC., a Delaware corporation (the “Company”), and the Purchasers listed on Exhibit A hereto, together with their permitted transferees (each, a “Purchaser” and collectively, the “Purchasers”). RECITALS: A. |
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| March 23, 2023 |
EX-99.1 Exhibit 99.1 Regulus Therapeutics Reports Fourth Quarter and Year-End 2022 Financial Results and Recent Updates Enrollment progressing in Phase 1b Multiple-Ascending Dose (MAD) study of RGLS8429 in patients with Autosomal Dominant Polycystic Kidney Disease (ADPKD) Top-line data in the first cohort of RGLS8429-treated ADPKD patients anticipated in second half of 2023 Expansion of team with |
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| March 23, 2023 |
Exhibit 10.34 TENTH AMENDMENT TO THE LOAN AND SECURITY AGREEMENT THIS TENTH AMENDMENT TO THE LOAN AND SECURITY AGREEMENT (this “Amendment”) is made effective as of August 25, 2020 (the “Amendment Date”) by and among OXFORD FINANCE LLC, a Delaware limited liability company with an office located at 133 North Fairfax Street, Alexandria, Virginia 22314 (in its individual capacity, “Oxford”; and in it |
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| March 23, 2023 |
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): March 23, 2023 Regulus Therapeutics Inc. (Exact name of registrant as specified in its charter) Delaware 001-35670 26-4738379 (State of incorporation) (Commission File No.) (IRS Emplo |
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| March 23, 2023 |
Cris Calsada, Yearly Discretionary Base Salary Increase, effective January 1, 2023. Exhibit 10.18 Cris Calsada Yearly Discretionary Base Salary Increase The Board of Directors (the “Board”) of Regulus Therapeutics Inc., upon the recommendation of the Compensation Committee of the Board, approved the increase of Ms. Calsada’s annual base salary to $390,000, effective January 1, 2023. |
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| March 23, 2023 |
Joseph P. Hagan, Yearly Discretionary Base Salary Increase, effective January 1, 2023. EX-10.16 3 ex1016-jayhagansalaryupdat.htm EX-10.16 Exhibit 10.16 Joseph P. Hagan Yearly Discretionary Base Salary Increase The Board of Directors (the “Board”) of Regulus Therapeutics Inc., upon the recommendation of the Compensation Committee of the Board, approved the increase of Mr. Hagan’s annual base salary to $615,800, effective January 1, 2023. |
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| March 23, 2023 |
Christopher Aker, Yearly Discretionary Base Salary Increase, effective January 1, 2023. Exhibit 10.17 Christopher R. Aker Yearly Discretionary Base Salary Increase The Board of Directors (the “Board”) of Regulus Therapeutics Inc., upon the recommendation of the Compensation Committee of the Board, approved the increase of Mr. Aker’s annual base salary to $387,700, effective January 1, 2023. |
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| March 23, 2023 |
Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-K (Mark One) ☒ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 FOR THE FISCAL YEAR ENDED DECEMBER 31, 2022 or ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 FOR THE TRANSITION PERIOD FROM TO Commission file number: 001-35 |
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| March 23, 2023 |
Exhibit 4.3 DESCRIPTION OF COMMON STOCK General The following description summarizes the most important terms of our common stock. Because it is only a summary, it does not contain all the information that may be important to you. For a complete description of the matters set forth in this “Description of Common Stock,” you should refer to our amended and restated certificate of incorporation, as |
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| February 1, 2023 |
RGLS / Regulus Therapeutics Inc / FEDERATED HERMES, INC. Passive Investment OMB APPROVAL OMB Number: 3235-0145 Estimated average burden hours per response ….11 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. 1*) REGULUS THERAPEUTICS, INC. (Name of Issuer) COMMON STOCK (Title of Class of Securities) 75915K200 (CUSIP Number) December 31, 2022 (Date of Event Which Requires Filing of |
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| January 31, 2023 |
RGLS / Regulus Therapeutics Inc / VICTORY CAPITAL MANAGEMENT INC Passive Investment SC 13G/A 1 regulus13ga3123122.htm UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 ( Amendment No. 3)* Regulus Therapeutics Inc. (Name of Issuer) Common Stock (Title of Class of Securities) 75915K200 (CUSIP Number) December 31, 2022 (Date of Event which Requires Filing of this Statement) Check the appropriate box to desi |
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| January 11, 2023 |
EX-99.6 Exhibit 99.6 STANDARD FORM REGULUS THERAPEUTICS INC. STOCK OPTION GRANT NOTICE (2021 INDUCEMENT PLAN) Regulus Therapeutics Inc. (the “Company”), pursuant to its 2021 Inducement Plan (the “Plan”), hereby grants to Optionholder an option to purchase the number of shares of the Company’s Common Stock set forth below. This option is subject to all of the terms and conditions as set forth in th |
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| January 11, 2023 |
Exhibit 107 CALCULATION OF FILING FEE TABLE Form S-8 Regulus Therapeutics Inc. Table 1 – Newly Registered Securities Security Type Security Class Title Fee Calculation Rule Amount Registered (1) Proposed Maximum Offering Price Per Unit Maximum Aggregate Offering Price Fee Rate Amount of Registration Fee Equity Common Stock, par value $0.001 per share to be issued pursuant to the Regulus Therapeuti |
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| January 11, 2023 |
Regulus Therapeutics Inc. 2019 Equity Incentive Plan. EX-99.1 Exhibit 99.1 REGULUS THERAPEUTICS INC. 2019 EQUITY INCENTIVE PLAN ADOPTED BY THE BOARD OF DIRECTORS: JUNE 15, 2019 APPROVED BY THE STOCKHOLDERS: AUGUST 1, 2019 In accordance with Section 9(a), (i) the maximum number of securities subject to the Plan pursuant to Section 3(a), (ii) the maximum number of shares by which the share reserve is to increase automatically each year pursuant to Sect |
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| January 11, 2023 |
As filed with the Securities and Exchange Commission on January 11, 2023 S-8 As filed with the Securities and Exchange Commission on January 11, 2023 Registration No. |
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| January 11, 2023 |
Exhibit 99.5 REGULUS THERAPEUTICS INC. 2021 INDUCEMENT PLAN ADOPTED BY THE BOARD OF DIRECTORS: NOVEMBER 23, 2021 AMENDED BY THE BOARD OF DIRECTORS: DECEMBER 6, 2022 In accordance with Section 9(a), the maximum number of securities subject to the Plan pursuant to Section 3(a) has been updated to give effect to a proportional adjustment approved by the Board in connection with a 1-for-10 reverse spl |
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| January 6, 2023 |
Termination of a Material Definitive Agreement 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): January 6, 2023 Regulus Therapeutics Inc. (Exact name of registrant as specified in its charter) Delaware 001-35670 26-4738379 (State of incorporation) (Commission File No.) (IRS Empl |
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| December 12, 2022 |
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 6, 2022 Regulus Therapeutics Inc. (Exact name of registrant as specified in its charter) Delaware 001-35670 26-4738379 (State of incorporation) (Commission File No.) (IRS Emp |
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| November 14, 2022 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-Q UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-Q (Mark One) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 FOR THE QUARTERLY PERIOD ENDED SEPTEMBER 30, 2022 or ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 FOR THE TRANSITION PERIOD FROM TO Commission file number: 001-35670 Regul |
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| November 10, 2022 |
Financial Statements and Exhibits, Results of Operations and Financial Condition 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): November 10, 2022 Regulus Therapeutics Inc. (Exact name of registrant as specified in its charter) Delaware 001-35670 26-4738379 (State of incorporation) (Commission File No.) (IRS Em |
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| November 10, 2022 |
Exhibit 99.1 Regulus Therapeutics Reports Third Quarter 2022 Financial Results and Recent Updates Company announced first patient dosed in its Phase 1b Multiple-Ascending Dose (MAD) study of RGLS8429 in patients with Autosomal Dominant Polycystic Kidney Disease (ADPKD) Company announced positive topline safety and pharmacokinetic (PK) data from its Phase 1 Single-Ascending Dose (SAD) study of RGLS |
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| August 11, 2022 |
EX-FILING FEES 5 d374898dexfilingfees.htm EX-FILING FEES Exhibit 107 Calculation of Filing Fee Tables Form S-8 (Form Type) Regulus Therapeutics Inc. (Exact name of Registrant as Specified in its Charter) Table 1 – Newly Registered Securities Security Type Security Class Title Fee Calculation Rule Amount Registered(1) Proposed Maximum Offering Price Per Unit Maximum Aggregate Offering Price Fee Rat |
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| August 11, 2022 |
Exhibit 99.1 Regulus Therapeutics Reports Second Quarter 2022 Financial Results and Recent Updates IND accepted and first subject dosed in the Phase 1 Single-Ascending Dose (SAD) study of RGLS8429 for the treatment of Autosomal Dominant Polycystic Kidney Disease (ADPKD) RGLS8429 granted Orphan Drug Designation (ODD) from the U.S. Food and Drug Administration (FDA) Scientific leadership strengthene |
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| August 11, 2022 |
Exhibit 10.1 Regulus Therapeutics Inc. 2022 Employee Stock Purchase Plan Adopted by the Board of Directors: March 2, 2022 Approved by the Stockholders: June 9, 2022 In accordance with Section 11(a), the maximum number of shares subject to the Plan pursuant to Section 3(a) and the maximum number of shares by which the share reserve is to increase automatically each year pursuant to Section 3(a) hav |
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| August 11, 2022 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-Q UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-Q (Mark One) ? QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 FOR THE QUARTERLY PERIOD ENDED JUNE 30, 2022 or ? TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 FOR THE TRANSITION PERIOD FROM TO Commission file number: 001-35670 Regulus Th |
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| August 11, 2022 |
As filed with the Securities and Exchange Commission on August 11, 2022 As filed with the Securities and Exchange Commission on August 11, 2022 Registration No. |
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| August 11, 2022 |
Up to $13,554,019 Common Stock 424B5 1 d361810d424b5.htm 424B5 Filed Pursuant to Rule 424(b)(5) Registration No. 333-254063 AMENDMENT NO. 1 DATED AUGUST 11, 2022 To Prospectus Supplement dated August 10, 2021 (To Prospectus dated March 17, 2021) Up to $13,554,019 Common Stock We previously entered into a common stock sales agreement, or Sales Agreement, with H.C. Wainwright & Co., LLC, or HCW, relating to shares of our common s |
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| August 11, 2022 |
Regulus Therapeutics Inc. 2022 Employee Stock Purchase Plan. Exhibit 99.1 REGULUS THERAPEUTICS INC. 2022 EMPLOYEE STOCK PURCHASE PLAN ADOPTED BY THE BOARD OF DIRECTORS: MARCH 2, 2022 APPROVED BY THE STOCKHOLDERS: JUNE 9, 2022 In accordance with Section 11(a), the maximum number of shares subject to the Plan pursuant to Section 3(a) and the maximum number of shares by which the share reserve is to increase automatically each year pursuant to Section 3(a) hav |
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| August 11, 2022 |
Financial Statements and Exhibits, Results of Operations and Financial Condition 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): August 11, 2022 Regulus Therapeutics Inc. (Exact name of registrant as specified in its charter) Delaware 001-35670 26-4738379 (State of incorporation) (Commission File No.) (IRS Empl |
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| August 11, 2022 |
Exhibit 4.2 |
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| July 15, 2022 |
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): July 12, 2022 Regulus Therapeutics Inc. (Exact name of registrant as specified in its charter) Delaware 001-35670 26-4738379 (State of incorporation) (Commission File No.) (IRS Employ |
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| June 27, 2022 |
Material Modification to Rights of Security Holders, Financial Statements and Exhibits 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): June 24, 2022 Regulus Therapeutics Inc. (Exact name of registrant as specified in its charter) Delaware 001-35670 26-4738379 (State of incorporation) (Commission File No.) (IRS Employ |
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| June 27, 2022 |
Exhibit 3.1 CERTIFICATE OF AMENDMENT OF THE AMENDED AND RESTATED CERTIFICATE OF INCORPORATION OF REGULUS THERAPEUTICS INC. REGULUS THERAPEUTICS INC. (the ?Company?), a corporation organized and existing under and by virtue of the General Corporation Law of the State of Delaware (the ?DGCL?), does hereby certify that: FIRST: The name of the Company is Regulus Therapeutics Inc. SECOND: The date on w |
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| June 13, 2022 |
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): June 9, 2022 Regulus Therapeutics Inc. (Exact name of registrant as specified in its charter) Delaware 001-35670 26-4738379 (State of incorporation) (Commission File No.) (IRS Employe |
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| June 13, 2022 |
EX-99.1 2 d274776dex991.htm EX-99.1 Exhibit 99.1 REGULUS THERAPEUTICS INC. 2022 EMPLOYEE STOCK PURCHASE PLAN ADOPTED BY THE BOARD OF DIRECTORS: MARCH 2, 2022 APPROVED BY THE STOCKHOLDERS: JUNE 9, 2022 1. GENERAL; PURPOSE. (a) The Plan is adopted by the Company as the successor to and replacement of the Regulus Therapeutics Inc. 2012 Employee Stock Purchase Plan (the “Prior Plan”). Effective as of |
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| May 16, 2022 |
RGLS / Regulus Therapeutics Inc / FEDERATED HERMES, INC. Passive Investment OMB APPROVAL OMB Number: 3235-0145 Estimated average burden hours per response ….11 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. *) REGULUS THERAPEUTICS INC. (Name of Issuer) COMMON STOCK (Title of Class of Securities) 75915K200 (CUSIP Number) April 30, 2022 (Date of Event Which Requires Filing of this |
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| May 13, 2022 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-Q UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-Q (Mark One) ? QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 FOR THE QUARTERLY PERIOD ENDED MARCH 31, 2022 or ? TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 FOR THE TRANSITION PERIOD FROM TO Commission file number: 001-35670 Regulus T |
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| May 12, 2022 |
Financial Statements and Exhibits, Results of Operations and Financial Condition 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): May 12, 2022 Regulus Therapeutics Inc. (Exact name of registrant as specified in its charter) Delaware 001-35670 26-4738379 (State of incorporation) (Commission File No.) (IRS Employe |
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| May 12, 2022 |
Exhibit 99.1 Regulus Therapeutics Reports First Quarter 2022 Financial Results and Recent Updates FDA Acceptance of Investigational New Drug (IND) Application for RGLS8429 for Autosomal Dominant Polycystic Kidney Disease (ADPKD) On track to initiate Phase 1 study in second quarter 2022 SAN DIEGO, May 12, 2022 ? Regulus Therapeutics Inc. (Nasdaq: RGLS), a biopharmaceutical company focused on the di |
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| April 27, 2022 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. ) Filed by the Registrant ? Filed by a Party other than the Registrant ? Check the appropriate box: ? Preliminary Proxy Statement ? Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) ? Defin |
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| April 27, 2022 |
DEFA14A 1 d351288ddefa14a.htm DEFA14A UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. ) Filed by the Registrant ☒ Filed by a Party other than the Registrant ☐ Check the appropriate box: ☐ Preliminary Proxy Statement ☐ Confidential, for Use of the Commission Only (as |
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| April 15, 2022 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. ) Filed by the Registrant ? Filed by a Party other than the Registrant ? Check the appropriate box: ? Preliminary Proxy Statement ? Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) ? Defin |
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| March 11, 2022 |
Christopher Aker, Yearly Discretionary Base Salary Increase, effective January 1, 2022. EX-10.15 4 ex1015-akersalaryupdate.htm EX-10.15 Exhibit 10.15 Christopher R. Aker Yearly Discretionary Base Salary Increase The Board of Directors (the “Board”) of Regulus Therapeutics Inc., upon the recommendation of the Compensation Committee of the Board, approved the increase of Mr. Aker’s annual base salary to $357,000, effective January 1, 2022. |
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| March 11, 2022 |
Joseph P. Hagan, Yearly Discretionary Base Salary Increase, effective January 1, 2022. Exhibit 10.14 Joseph P. Hagan Yearly Discretionary Base Salary Increase The Board of Directors (the ?Board?) of Regulus Therapeutics Inc., upon the recommendation of the Compensation Committee of the Board, approved the increase of Mr. Hagan?s annual base salary to $597,875, effective January 1, 2022. |
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| March 11, 2022 |
Exhibit 4.3 DESCRIPTION OF COMMON STOCK General The following description summarizes the most important terms of our common stock. Because it is only a summary, it does not contain all the information that may be important to you. For a complete description of the matters set forth in this ?Description of Common Stock,? you should refer to our amended and restated certificate of incorporation, as |
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| March 11, 2022 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-K Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-K (Mark One) ? ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 FOR THE FISCAL YEAR ENDED DECEMBER 31, 2021 or ? TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 FOR THE TRANSITION PERIOD FROM TO Commission file number: 001-35 |
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| March 11, 2022 |
Denis Drygin, Yearly Discretionary Base Salary Increase, effective January 1, 2022. Exhibit 10.17 Denis Drygin, Ph.D. Yearly Discretionary Base Salary Increase The Board of Directors (the ?Board?) of Regulus Therapeutics Inc., upon the recommendation of the Compensation Committee of the Board, approved the increase of Dr. Drygin?s annual base salary to $340,725, effective January 1, 2022. |
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| March 11, 2022 |
Exhibit 10.37 TENTH AMENDMENT TO THE LOAN AND SECURITY AGREEMENT THIS TENTH AMENDMENT TO THE LOAN AND SECURITY AGREEMENT (this ?Amendment?) is made effective as of August 25, 2020 (the ?Amendment Date?) by and among OXFORD FINANCE LLC, a Delaware limited liability company with an office located at 133 North Fairfax Street, Alexandria, Virginia 22314 (in its individual capacity, ?Oxford?; and in it |
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| March 11, 2022 |
Cris Calsada, Yearly Discretionary Base Salary Increase, effective January 1, 2022. Exhibit 10.16 Cris Calsada Yearly Discretionary Base Salary Increase The Board of Directors (the ?Board?) of Regulus Therapeutics Inc., upon the recommendation of the Compensation Committee of the Board, approved the increase of Ms. Calsada?s annual base salary to $340,725, effective January 1, 2022. |
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| March 10, 2022 |
Financial Statements and Exhibits, Results of Operations and Financial Condition 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): March 10, 2022 Regulus Therapeutics Inc. (Exact name of registrant as specified in its charter) Delaware 001-35670 26-4738379 (State of incorporation) (Commission File No.) (IRS Emplo |
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| March 10, 2022 |
Exhibit 99.1 Regulus Therapeutics Reports Fourth Quarter and Year-End 2021 Financial Results and Recent Updates -Successfully completed Pre-IND meeting with FDA for Autosomal Dominant Polycystic Kidney Disease (ADPKD) Program- - On track to submit IND and Initiate Phase 1 study in second quarter 2022- -Enrollment completed in Phase 2 clinical trial of Lademirsen for Alport Syndrome- - Closed $34.6 |
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| February 14, 2022 |
240.13d-102 Schedule 13G - Information to be included in statements filed pursuant to 240.13d-1(b), (c), and (d) and amendments thereto filed pursuant to 240.13d-2. Securities and Exchange Commission, Washington, D.C. 20549 Schedule 13G Under the Securities Exchange Act of 1934 (Amendment No. 1)* (Name of Issuer) Regulus Therapeutics Inc. (Title of Class of Securities) Common Stock, Par Value $0.0 |
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| February 14, 2022 |
RGLS / Regulus Therapeutics Inc / EcoR1 Capital, LLC Passive Investment UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. 2) Regulus Therapeutics Inc. (Name of Issuer) Common Stock, par value $0.001 per share (Title of Class of Securities) 75915K200 (CUSIP Number) December 31, 2021 (Date of Event Which Requires Filing of this Statement) Check the appropriate box to designate th |
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| February 14, 2022 |
RGLS / Regulus Therapeutics Inc / Altium Capital Management LP - AMENDED SC 13G Passive Investment UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G/A Under the Securities Exchange Act of 1934 (Amendment No. 5)* Regulus Therapeutics Inc. (Name of Issuer) Common Stock, $0.001 par value (Title of Class of Securities) 75915K200 (CUSIP Number) December 31, 2021 (Date of Event Which Requires Filing of this Statement) Check the appropriate box to designate the rule |
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| February 14, 2022 |
Regulus Therapeutics Inc. SC 13GA Page 9 of 9 EXHIBIT 1 JOINT ACQUISITION STATEMENT PURSUANT TO SECTION 240.13d-1(k) The undersigned acknowledge and agree that the foregoing statement on Schedule 13G is filed on behalf of each of the undersigned and that all subsequent amendments to this statement on Schedule 13G shall be filed on behalf of each of the undersigned without the necessity of filing a |
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| February 14, 2022 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G (Rule 13d-102) INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT TO RULES 13d-1(b), (c), AND (d) AND AMENDMENTS THERETO FILED PURSUANT TO RULE 13d-2(b) (Amendment No. 6)1 Regulus Therapeutics Inc. (Name of Issuer) Common Stock, $0.001 par value (Title of Class of Securities) 75915K200 (CUSIP Number) December |
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| February 2, 2022 |
RGLS / Regulus Therapeutics Inc / VICTORY CAPITAL MANAGEMENT INC Passive Investment UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 ( Amendment No. 2)* Regulus Therapeutics Inc. (Name of Issuer) Common Stock (Title of Class of Securities) 75915K200 (CUSIP Number) December 31, 2021 (Date of Event which Requires Filing of this Statement) Check the appropriate box to designate the rule pursuant to which t |
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| January 12, 2022 |
As filed with the Securities and Exchange Commission on January 12, 2022 As filed with the Securities and Exchange Commission on January 12, 2022 Registration No. |
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| January 5, 2022 |
Entry into a Material Definitive Agreement, Financial Statements and Exhibits 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 31, 2021 Regulus Therapeutics Inc. (Exact name of registrant as specified in its charter) Delaware 001-35670 26-4738379 (State of incorporation) (Commission File No.) (IRS Em |
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| January 5, 2022 |
Exhibit 10.1 ELEVENTH AMENDMENT TO THE LOAN AND SECURITY AGREEMENT THIS ELEVENTH AMENDMENT TO THE LOAN AND SECURITY AGREEMENT (this ?Amendment?) is made effective as of December 31, 2021 (the ?Amendment Date?) by and among OXFORD FINANCE LLC, a Delaware limited liability company with an office located at 115 South Union Street, Suite 300, Alexandria, VA 22314 (in its individual capacity, ?Oxford?; |
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| January 4, 2022 |
RGLS / Regulus Therapeutics Inc / VICTORY CAPITAL MANAGEMENT INC Passive Investment UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 ( Amendment No. 1)* Regulus Therapeutics Inc. (Name of Issuer) Common Stock (Title of Class of Securities) 75915K200 (CUSIP Number) December 31, 2021 (Date of Event which Requires Filing of this Statement) Check the appropriate box to designate the rule pursuant to which t |
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| December 13, 2021 |
96,180,552 shares of Common Stock Table of Contents Filed Pursuant to Rule 424(b)(3) Registration No. 333-261469 PROSPECTUS 96,180,552 shares of Common Stock This prospectus covers the offer and resale by the selling stockholders identified in this prospectus of up to an aggregate of 96,180,552 shares of our common stock, which includes 37,257,200 shares of our common stock issuable upon the conversion of our Class A-4 convertible |
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| December 9, 2021 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D Under the Securities Exchange Act of 1934 (Amendment No. 2)* Regulus Therapeutics Inc. (Name of Issuer) Common Stock, $0.001 par value (Title of Class of Securities) 75915K101 (CUSIP Number) Louis S. Citron, Esq. New Enterprise Associates 1954 Greenspring Drive, Suite 600, Timonium, MD 21093 (410) 842-4000 (Name, |
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| December 8, 2021 |
Regulus Therapeutics Inc. 10628 Science Center Drive, Suite 225 San Diego, CA 92121 (858) 202-6300 CORRESP 1 filename1.htm Regulus Therapeutics Inc. 10628 Science Center Drive, Suite 225 San Diego, CA 92121 (858) 202-6300 December 8, 2021 VIA EDGAR United States Securities and Exchange Commission Division of Corporation Finance 100 F Street, N.E. Washington, D.C. 20549 Attn: Michael Davis Re: Regulus Therapeutics Inc. Registration Statement on Form S-1 File No. 333-261469 Acceleration Request R |
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| December 2, 2021 |
As filed with the Securities and Exchange Commission on December 2, 2021 Table of Contents As filed with the Securities and Exchange Commission on December 2, 2021 Registration No. |
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| November 30, 2021 |
Exhibit 3.1 REGULUS THERAPEUTICS INC. CERTIFICATE OF DESIGNATION OF PREFERENCES, RIGHTS AND LIMITATIONS OF CLASS A-4 CONVERTIBLE PREFERRED STOCK PURSUANT TO SECTION 151 OF THE DELAWARE GENERAL CORPORATION LAW REGULUS THERAPEUTICS INC., a Delaware corporation (the ?Corporation?), in accordance with the provisions of Section 103 of the Delaware General Corporation Law (the ?DGCL?) does hereby certif |
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| November 30, 2021 |
Regulus Therapeutics Announces Closing of $34.6 Million Private Placement of Equity Exhibit 99.2 Regulus Therapeutics Announces Closing of $34.6 Million Private Placement of Equity LA JOLLA, Calif., November 30, 2021 ? Regulus Therapeutics Inc. (Nasdaq: RGLS), a biopharmaceutical company focused on the discovery and development of innovative medicines targeting microRNAs (the ?Company? or ?Regulus?), today announced the closing of its previously announced private placement of equ |
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| November 30, 2021 |
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): November 29, 2021 Regulus Therapeutics Inc. (Exact name of registrant as specified in its charter) Delaware 001-35670 26-4738379 (State of incorporation) (Commission File No.) (IRS Em |
