X0306 4 2020-12-04 0 0001505512 Regulus Therapeutics Inc. RGLS 0001237289 SANDELL SCOTT D 1954 GREENSPRING DRIVE SUITE 600 TIMONIUM MD 21093 0 0 1 0 Common Stock 2020-12-04 4 P 0 4398602 0.622 A 6451056 I See Note 2 Common Stock Purchase Warrant (right to buy) 0.7464 2020-12-04 4 P 0 5239254 0.125 A 2020-12-04 2025-12-04 Common Stock 5239254 5239254 I See Note 2 Class A-3 Convertible Preferred Stock 2020-12-04 4 P 0 258707 6.22 A 2020-12-04 Common Stock 2587070 258707 I See Note 2 Acquired from the Issuer pursuant to a Securities Purchase Agreement dated December 1, 2020 with a closing date of December 4, 2020. The Reporting Person is a manager of NEA 16 GP, LLC, which is the sole general partner of NEA Partners 16, L.P. ("NEA Partners 16"). NEA Partners 16 is the sole general partner of New Enterprise Associates 16, L.P. ("NEA 16"). NEA 16 is the sole member of Growth Equity Opportunities Fund V, LLC ("GEO V"), which is the direct beneficial owner of the securities. The Reporting Person disclaims beneficial ownership within the meaning of Section 16 of the Securities Exchange Act of 1934, as amended, or otherwise of such portion of the securities held by GEO V in which the Reporting Person has no pecuniary interest. Each share of Class A-3 Convertible Preferred Stock, par value $0.001 per share ("Class A-3 Preferred Stock"), of the Issuer is convertible at any time into a number of shares of common stock, par value $0.001 ("Common Stock"), of the Issuer at a rate of 10 shares of Common Stock for each share of Class A-3 Preferred Stock, for no additional consideration, in each case subject to customary adjustments under the certificate of designations for the Class A-3 Preferred Stock (the "Certificate of Designations"). Unless converted pursuant to its terms, the Class A-3 Preferred Stock does not expire. The Certificate of Designations prohibits conversion to the extent that the holder, together with its affiliates, would beneficially own in excess of 9.99% of the number of shares of Common Stock outstanding immediately after giving effect to the conversion. /s/ Sasha Keough, attorney-in-fact 2020-12-07