REGENXBIO (RGNX) 8-K REGENXBIO Reports Continued Progress Across Programs inYear-End 2018 Corporate Update

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM8-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 3, 2019

REGENXBIO INC.

(Exact Name of Registrant as Specified in its Charter)

Delaware	001-37553	47-1851754
(State or other jurisdiction of incorporation)	(Commission File Number)	(I.R.S. Employer Identification No.)

9600 Blackwell Road, Suite 210 Rockville, Maryland	20850
(Address of principal executive offices)	(Zip Code)

(240)552-8181

(Registrant’s telephone number, including area code)

N/A

(Former name or former address, if changed since last report)

Check the appropriate box below if the Form8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):

☐ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐ Soliciting material pursuant to Rule14a-12 under the Exchange Act (17 CFR240.14a-12)

☐ Pre-commencement communications pursuant to Rule14d-2(b) under the Exchange Act (17 CFR240.14d-2(b))

☐ Pre-commencement communications pursuant to Rule13e-4(c) under the Exchange Act (17 CFR240.13e-4(c))

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule12b-2 of the Securities Exchange Act of 1934(§240.12b-2 of this chapter).

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 13(a) of the Exchange Act.  ☐

Item 2.02. Results of Operations and Financial Condition.

On January 3, 2019, REGENXBIO Inc. (the “Company”) issued a press release (the “Press Release”) regarding its operational highlights and financial condition for the year ended December 31, 2018. The disclosure regarding the Company’s cash, cash equivalents and marketable securities as of December 31, 2018 in the subheading bullets of the Press Release and in the section titled “Financial Guidance” of the Press Release is furnished in Exhibit 99.1 to this Current Report onForm 8-K and is incorporated by reference herein.

The information in Item 2.02 of this Current Report onForm 8-K, along with the disclosure regarding the Company’s cash, cash equivalents and marketable securities as of December 31, 2018 in the subheading bullets of the Press Release and in the section titled “Financial Guidance” of the Press Release, shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), 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 a filing.

Item 8.01. Other Events.

The Press Release also includes information regarding operational highlights of the Company for the year ended December 31, 2018 and certain anticipated milestones and financial guidance of the Company for the year ending December 31, 2019.

A copy of the Press Release is filed as Exhibit 99.1 to this Current Report onForm 8-K and incorporated herein by reference, with the exception of the disclosure regarding the Company’s cash, cash equivalents and marketable securities as of December 31, 2018 in the subheading bullets of the Press Release and in the section titled “Financial Guidance” of the Press Release, which is furnished as set forth in Item 2.02 above.

Item 9.01. Financial Statements and Exhibits.

(d) Exhibits

Exhibit No.	Description
99.1	REGENXBIO Inc. Press Release dated January 3, 2019.

SIGNATURE

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

	REGENXBIO INC.
Date: January 3, 2019	By:	/s/ Patrick J. Christmas II
		Patrick J. Christmas II
		Senior Vice President, General Counsel