SEC Form S-8 filed by Regulus Therapeutics Inc.
As filed with the Securities and Exchange Commission on May 20, 2024
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.) | |
4224 Campus Point Court, Suite 210 San Diego, CA |
92121 | |
(Address of Principal Executive Offices) | (Zip Code) |
2019 Equity Incentive Plan, as amended
(Full titles of the plans)
Joseph P. Hagan
Chief Executive Officer
Regulus Therapeutics Inc.
4224 Campus Point Court, Suite 210
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.
Asa M. Henin, Esq.
Cooley LLP
10265 Science Center Drive
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” in Rule 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. ☐
REGISTRATION OF ADDITIONAL SHARES
PURSUANT TO GENERAL INSTRUCTION E
This Registration Statement is being filed for the purpose of increasing the number of securities of the same class as other securities for which Registration Statements of the registrant on Form S-8 relating to the same employee benefit plans are effective.
The registrant previously registered shares of its Common Stock for issuance under the Regulus Therapeutics Inc. 2019 Equity Incentive Plan, as amended, under Registration Statements on Form S-8 filed with the Securities and Exchange Commission (the “SEC”) on August 22, 2019 (File No. 333-233414), January 22, 2020 (File No. 333-236020), February 4, 2021 (File No. 333-252733), January 12, 2022 (File No. 333-262112), January 11, 2023 (File No. 333-269184), June 29, 2023 (File No. 333-273027) and January 12, 2024 (File No. 333-276484). Pursuant to General Instruction E to Form S-8, this Registration Statement hereby incorporates by reference the contents of the Registration Statements referenced above.
PART II
Item 3. Incorporation of Documents by Reference
The following documents filed by the registrant with the SEC are incorporated by reference into this registration statement (other than portions of such documents that are furnished but not filed or are otherwise not incorporated into registration statements pursuant to the applicable rules promulgated by the SEC):
• | the registrant’s Annual Report on Form 10-K for the year ended December 31, 2023, filed with the SEC on March 21, 2024; | |
• | the information specifically incorporated by reference into the registrant’s Annual Report on Form 10-K for the year ended December 31, 2023 from the registrant’s definitive proxy statement on Schedule 14A relating to its 2024 annual meeting of stockholders, filed with the SEC on April 19, 2024; | |
• | the registrant’s Quarterly Report on Form 10-Q for the quarter ended March 31, 2024, filed with the SEC on May 9, 2024; | |
• | the registrant’s Current Reports on Form 8-K, filed with the SEC on March 11, 2024 and May 17, 2024; and | |
• | the description of the registrant’s common stock contained in the registrant’s registration statement on Form 8-A, filed with the SEC on September 27, 2012, including any amendments or reports filed for the purpose of updating such description. |
All reports and other documents filed by the registrant pursuant to Section 13(a), 13(c), 14 or 15(d) of the Securities Exchange Act of 1934, as amended, other than Current Reports furnished under Item 2.02 or Item 7.01 of Form 8-K and exhibits furnished on such form that relate to such items and other portions of documents that are furnished but not filed or are otherwise not incorporated into registration statements pursuant to the applicable rules promulgated by the SEC, after the date of this registration statement and prior to the filing of a post-effective amendment which indicates that all securities offered hereby have been sold or which deregisters all securities then remaining unsold, shall be deemed to be incorporated by reference herein and to be a part of this registration statement from the date of filing such reports and documents. Any statement contained in a document incorporated or deemed to be incorporated herein by reference shall be deemed to be modified or superseded for purposes of this registration statement to the extent that a statement herein or in any other subsequently filed document which also is or is deemed to be incorporated by reference herein modifies or supersedes that statement. Any such statement so modified or superseded shall not constitute a part of this registration statement, except as so modified or superseded.
EXHIBIT INDEX
SIGNATURES
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 filing on 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 May 20, 2024.
REGULUS THERAPEUTICS INC. | ||
By: | /s/ Joseph P. Hagan | |
Joseph P. Hagan | ||
Chief Executive Officer |
KNOW ALL PERSONS BY THESE PRESENTS, that each person whose signature appears below constitutes and appoints Joseph P. Hagan as his or her true and lawful 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, and to file the same, with all exhibits thereto, and other documents in connection therewith, with the Securities and Exchange Commission, granting unto said 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 that said 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 Joseph P. Hagan |
Chief Executive Officer and Member of the Board of Directors (Principal Executive Officer) |
May 20, 2024 | ||
/s/ Cris Calsada |
Chief Financial Officer | May 20, 2024 | ||
Cris Calsada | (Principal Financial Officer) | |||
/s/ Daniel Penksa |
VP of Finance & Controller | May 20, 2024 | ||
Daniel Penksa | (Principal Accounting Officer) | |||
/s/ Preston S. Klassen Preston S. Klassen, M.D. |
President and Member of the Board of Directors | May 20, 2024 | ||
/s/ Stelios Papadopoulos Stelios Papadopoulos, Ph.D. |
Chairman of the Board of Directors | May 20, 2024 | ||
/s/ David Baltimore David Baltimore, Ph.D. |
Member of the Board of Directors | May 20, 2024 | ||
/s/ Kathryn J. Collier Kathryn J. Collier |
Member of the Board of Directors | May 20, 2024 |
/s/ Alice S. Huang Alice S. Huang, Ph.D. |
Member of the Board of Directors | May 20, 2024 | ||
/s/ Jake R. Nunn Jake R. Nunn |
Member of the Board of Directors | May 20, 2024 | ||
/s/ William H. Rastetter William H. Rastetter, Ph.D. |
Member of the Board of Directors | May 20, 2024 | ||
/s/ Hugh Rosen Hugh Rosen, M.D., Ph.D. |
Member of the Board of Directors | May 20, 2024 | ||
/s/ Pascale Witz Pascale Witz |
Member of the Board of Directors | May 20, 2024 |