As filed with the Securities and Exchange Commission on January 22, 2020
Registration No. 333-
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
REGULUS THERAPEUTICS INC.
(Exact name of registrant as specified in its charter)
Delaware | 26-4738379 | |
(State or other jurisdiction of incorporation or organization) | (I.R.S. Employer Identification No.) |
10628 Science Center Drive, Suite 225 San Diego, CA | 92121 | |
(Address of Principal Executive Offices) | (Zip Code) |
2019 Equity Incentive Plan
(Full titles of the plans)
Joseph P. Hagan
President and Chief Executive Officer
Regulus Therapeutics Inc.
10628 Science Center Drive, Suite 225
San Diego, CA 92121
(858) 202-6300
(Name, address, including zip code, and telephone number, including area code, of agent for service)
Copies to:
Thomas A. Coll, Esq.
Kenneth J. Rollins, Esq.
Cooley LLP
4401 Eastgate Mall
San Diego, California 92121
Tel: (858) 550-6000
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer,a non-accelerated filer, smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company” and “emerging growth company” inRule 12b-2 of the Exchange Act.
Large Accelerated filer | ☐ | Accelerated filer | ☐ | |||
Non-accelerated filer | ☒ | Smaller reporting company | ☒ | |||
Emerging growth company | ☐ |
If an emerging growth company, indicate by check mark if the Registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 7(a)(2)(B) of the Securities Act. ☐
CALCULATION OF REGISTRATION FEE
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Title of securities to be registered | Amount to be registered (1) | Proposed maximum offering price per share (3) | Proposed maximum aggregate offering price (3) | Amount of registration fee | ||||
Common Stock issuable under the 2019 Equity Incentive Plan ($0.001 par value per share) | 4,166,860 shares(2) | $1.25 | $5,208,575.00 | $676.07 | ||||
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(1) | Pursuant to Rule 416(a) under the Securities Act of 1933, as amended (the “Securities Act”), this Registration Statement shall also cover any additional shares of the Registrant’s Common Stock (“Common Stock”) that become issuable under the Regulus Therapeutics Inc. 2019 Equity Incentive Plan (the “2019 EIP”) by reason of any stock dividend, stock split, recapitalization or other similar transaction. |
(2) | Represents shares of Common Stock that were automatically added to the shares authorized for issuance under the 2019 EIP on December 24, 2019 concurrently with the completion of the Milestone Closing under the Securities Purchase Agreement between the Company and the purchasers named therein, dated May 3, 2019. |
(3) | This estimate is made pursuant to Rule 457(c) and Rule 457(h)(1) of the Securities Act solely for purposes of calculating the registration fee. The price per share and aggregate offering price are based upon the average of the high and low prices of the Common Stock on January 15, 2020, as reported by The Nasdaq Capital Market. |
INCORPORATION OF DOCUMENTS BY REFERENCE.
This Registration Statement is being filed for the purpose of increasing the number of securities of the same class as other securities for which a Registration Statement of the Registranton Form S-8 relating to the same employee benefit plan is effective.
The Registrant previously registered shares of its Common Stock for issuance under the 2019 EIPon Form S-8 filed with the Securities and Exchange Commission (the “Commission”) onAugust 22, 2019(File No. 333-233414). Pursuant to General Instruction E to Form S-8, this Registration Statement hereby incorporates by reference the contents of the Registration Statement referenced above.
ITEM 8. | EXHIBITS. |
Pursuant to the requirements of the Securities Act of 1933, as amended, the Registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filingon Form S-8 and has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of San Diego, State of California, on January 22, 2020.
REGULUS THERAPEUTICS INC. | ||
By: | /s/ Joseph P. Hagan | |
Joseph P. Hagan | ||
President and Chief Executive Officer |
POWER OF ATTORNEY
KNOW ALL PERSONS BY THESE PRESENTS, that each person whose signature appears below constitutes and appoints Joseph P. Hagan as his or her true andlawful attorney-in-fact and agent, with full power of substitution, for him or her and in his or her name, place or stead, in any and all capacities, to sign any and all amendments to this Registration Statement (including post-effective amendments), and to file the same, with all exhibits thereto, and other documents in connection therewith, with the Securities and Exchange Commission, granting untosaid attorney-in-fact and agent full power and authority to do and perform each and every act and thing requisite and necessary to be done in connection therewith, as fully to all intents and purposes as he might or could do in person, hereby ratifying and confirming all thatsaid attorney-in-fact and agent or his substitute may lawfully do or cause to be done by virtue hereof.
Pursuant to the requirements of the Securities Act of 1933, as amended, this Registration Statement has been signed by the following persons in the capacities and on the dates indicated.
Signature | Title | Date | ||
/s/ Joseph P. Hagan | President, Chief Executive Officer and Member | January 22, 2020 | ||
Joseph P. Hagan | of the Board of Directors (Principal Executive Officer) | |||
/s/ Cris Calsada | Chief Financial Officer | January 22, 2020 | ||
Cris Calsada | (Principal Financial Officer) | |||
/s/Daniel Penksa | Controller | January 22, 2020 | ||
Daniel Penksa | (Principal Accounting Officer) | |||
/s/ Stelios Papadopoulos, Ph.D. | Chairman of the Board of Directors | January 22, 2020 | ||
Stelios Papadopoulos, Ph.D. | ||||
/s/ David Baltimore, Ph.D. | Member of the Board of Directors | January 22, 2020 | ||
David Baltimore, Ph.D. | ||||
/s/ Kathryn J. Collier | Member of the Board of Directors | January 22, 2020 | ||
Kathryn J. Collier | ||||
/s/ Jake R. Nunn | Member of the Board of Directors | January 22, 2020 | ||
Jake R. Nunn | ||||
/s/ William H. Rastetter, Ph.D. | Member of the Board of Directors | January 22, 2020 | ||
William H. Rastetter, Ph.D. | ||||
/s/ Hugh Rosen, M.D., Ph.D. | Member of the Board of Directors | January 22, 2020 | ||
Hugh Rosen, M.D., Ph.D. | ||||
/s/ Simos Simeonidis, Ph.D. | Member of the Board of Directors | January 22, 2020 | ||
Simos Simeonidis, Ph.D. | ||||
/s/ Pascale Witz | Member of the Board of Directors | January 22, 2020 | ||
Pascale Witz |