| Item 1.01 | Entry into a Material Definitive Agreement. |
Private Placement of Common Stock and Non-Voting Preferred Stock
On March 11, 2024, Regulus Therapeutics Inc., a Delaware corporation (the “Company”), entered into a Securities Purchase Agreement (the “Purchase Agreement”) with certain institutional and other accredited investors (the “Purchasers”), pursuant to which the Company sold and issued (i) 45,108,667 shares of the Company’s common stock, par value $0.001 per share (“Common Stock”), at a purchase price of $1.60 per share and (ii) 173,915 shares of the Company’s newly designated non-voting Class A-6 convertible preferred stock, par value $0.001 per share (the “Class A-6 Convertible Preferred Stock”), in lieu of shares of Common Stock, at a purchase price of $160.00 per share in a private placement transaction (the “Private Placement”), which closed on March 14, 2024 (the “Closing”). The Company received total gross proceeds of approximately $100.0 million in the Private Placement. Each share of Class A-6 Convertible Preferred Stock is convertible into 100 shares of Common Stock, subject to certain beneficial ownership conversion limitations.
Stelios Papadopoulos, Ph.D., the Company’s Chairman of the Board of Directors, is a Purchaser under the Purchase Agreement and purchased 250,000 shares of Common Stock.
Under the terms of the Purchase Agreement, the Company has agreed to prepare and file, within 30 days after the Closing, one or more registration statements with the Securities and Exchange Commission (the “SEC”) to register for resale the Common Stock issued under the Purchase Agreement and the shares of Common Stock issuable upon conversion of the Class A-6 Convertible Preferred Stock, and generally to cause the applicable registration statement(s) to become effective no later than 90 days after the Closing.
The Purchase Agreement contains customary representations, warranties and covenants that were made solely for the benefit of the parties to the Purchase Agreement. Such representations, warranties and covenants (i) are intended as a way of allocating risk between the parties to the Purchase Agreement and not as statements of fact, and (ii) may apply standards of materiality in a way that is different from what may be viewed as material by stockholders of, or other investors in, the Company. Accordingly, the Purchase Agreement is included with this filing only to provide investors with information regarding the terms of transaction and not to provide investors with any other factual information regarding the Company. Investors should not rely on the representations, warranties and covenants or any descriptions thereof as characterizations of the actual state of facts or condition of the Company or any of its subsidiaries or affiliates. Moreover, information concerning the subject matter of the representations and warranties may change after the date of the Purchase Agreement, which subsequent information may or may not be fully reflected in public disclosures.
On May 11, 2024, the Company issued a press release announcing the Private Placement, a copy of which is attached as Exhibit 99.1 to this report.
The foregoing descriptions of the Purchase Agreement and the Class A-6 Convertible Preferred Stock are only a summary of the terms thereof, do not purport to be complete and are qualified in their entirety by reference to the complete text of the Purchase Agreement and the Certificate of Designation of Preferences, Rights and Limitations of Class A-6 Convertible Preferred Stock which are attached as Exhibit 10.1 and Exhibit 3.1, respectively, to this report.
| Item 2.02 | Results of Operations and Financial Condition. |
On March 12, 2024, the Company announced in a press release that, as of December 31, 2023, the Company had cash and cash equivalents of $23.8 million. A copy of this press release is attached as Exhibit 99.2 to this report.
The information in this Item 2.02 and the attached Exhibit 99.2 are being furnished and shall not be deemed “filed” for the purposes of Section 18 of the Securities and Exchange Act of 1934, as amended, or otherwise subject to the liabilities of that Section, nor shall it be deemed incorporated by reference in any filing under the Securities Act of 1933, as amended, or the Exchange Act, except as expressly set forth by specific reference in such filing.
