As filed with the Securities and Exchange Commission on June 29, 2023
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
(Full title of the plan)
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 plan are effective.
The registrant previously registered shares of its Common Stock for issuance under the Regulus Therapeutics Inc. 2019 Equity Incentive Plan 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) and January 11, 2023 (File No. 333-269184). 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:
| the registrants Annual Report on Form 10-K for the year ended December 31, 2022, filed with the SEC on March 23, 2023; |
| the information specifically incorporated by reference into the registrants Annual Report on Form 10-K for the year ended December 31, 2022 from the registrants definitive proxy statement on Schedule 14A relating to its 2023 annual meeting of stockholders, filed with the SEC on April 28, 2022; |
| the registrants Quarterly Report on Form 10-Q for the quarterly period ended March 31, 2023, filed with the SEC on May 11, 2023; |
| the registrants Current Reports on Form 8-K, filed with the SEC on January 6, 2023, April 13, 2023, June 12, 2023 and June 14, 2023; and |
| the description of the registrants common stock contained in the registrants 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
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 June 29, 2023.
REGULUS THERAPEUTICS INC. | ||
By: | /s/ Joseph P. Hagan | |
Joseph P. Hagan | ||
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 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 or she 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) |
June 29, 2023 | ||
/s/ Preston S. Klassen Preston S. Klassen, M.D. |
President and Member of the Board of Directors |
June 29, 2023 | ||
/s/ Cris Calsada Cris Calsada |
Chief Financial Officer (Principal Financial Officer) |
June 29, 2023 | ||
/s/ Daniel Penksa Daniel Penksa |
Controller (Principal Accounting Officer) |
June 29, 2023 | ||
/s/ Stelios Papadopoulos Stelios Papadopoulos, Ph.D. |
Chairman of the Board of Directors |
June 29, 2023 | ||
/s/ David Baltimore David Baltimore, Ph.D. |
Member of the Board of Directors |
June 29, 2023 | ||
/s/ Kathryn J. Collier Kathryn J. Collier |
Member of the Board of Directors |
June 29, 2023 | ||
/s/ Alice S. Huang Alice S. Huang, Ph.D. |
Member of the Board of Directors |
June 29, 2023 |
/s/ Jake R. Nunn Jake R. Nunn |
Member of the Board of Directors |
June 29, 2023 | ||
/s/ William H. Rastetter William H. Rastetter, Ph.D. |
Member of the Board of Directors |
June 29, 2023 | ||
/s/ Hugh Rosen Hugh Rosen, M.D., Ph.D. |
Member of the Board of Directors |
June 29, 2023 | ||
/s/ Pascale Witz Pascale Witz |
Member of the Board of Directors |
June 29, 2023 |
Exhibit 5.1
Thomas A. Coll +1 858 550 6013 collta@cooley.com |
June 29, 2023
Regulus Therapeutics Inc.
4224 Campus Point Court, Suite 210
San Diego, CA 92121
Ladies and Gentlemen:
We have represented Regulus Therapeutics Inc., a Delaware corporation (the Company), in connection with the filing by the Company of a Registration Statement on Form S-8 (the Registration Statement) with the Securities and Exchange Commission (the Commission), covering the offering of up to 5,000,000 shares of the Companys Common Stock, $0.001 par value (the Shares), issuable pursuant to the Companys 2019 Equity Incentive Plan (the Plan).
In connection with this opinion, we have examined and relied upon the Registration Statement and the related prospectus, the Plan, the Companys certificate of incorporation and bylaws, each as currently in effect, and such other documents, records, certificates, memoranda and other instruments as in our judgment are necessary or appropriate to enable us to render the opinion expressed below. We have assumed the genuineness of all signatures, the authenticity of all documents submitted to us as originals, the conformity to originals of all documents submitted to us as copies, the accuracy, completeness and authenticity of certificates of public officials, and the due authorization, execution and delivery of all documents by all persons other than the Company where authorization, execution and delivery prerequisites to the effectiveness thereof. As to certain factual matters, we have relied upon a certificate of an officer of the Company and have not independently verified such matters.
Our opinion is expressed only with respect to the General Corporation Law of the State of Delaware. We express no opinion to the extent that any other laws are applicable to the subject matter hereof and express no opinion and provide no assurance as to compliance with any federal or state securities law, rule or regulation.
On the basis of the foregoing, and in reliance thereon, we are of the opinion that the Shares, when sold and issued in accordance with the Plan and the Registration Statement and related prospectus, will be validly issued, fully paid, and nonassessable (except as to Shares issued pursuant to deferred payment arrangements, which will be fully paid and nonassessable when such deferred payments are made in full).
Cooley LLP 10265 Science Center Drive San Diego, CA 92121
t: (858) 550-6000 f: (858) 550-6420 cooley.com
June 29, 2023
Page Two
We consent to the filing of this opinion as an exhibit to the Registration Statement. In giving such consent, we do not thereby admit that we are in the category of persons whose consent is required under Section 7 of the Securities Act of 1933, as amended, or the rules and regulations of the Commission thereunder.
Sincerely, | ||
COOLEY LLP | ||
By: | /s/ Thomas A. Coll | |
Thomas A. Coll |
Cooley LLP 10265 Science Center Drive San Diego, CA 92121
t: (858) 550-6000 f: (858) 550-6420 cooley.com
Exhibit 23.1
Consent of Independent Registered Public Accounting Firm
We consent to the incorporation by reference in the Registration Statement (Form S-8) pertaining to the 2019 Equity Incentive Plan of Regulus Therapeutics Inc. of our report dated March 23, 2023, with respect to the financial statements of Regulus Therapeutics Inc. included in its Annual Report (Form 10-K) for the year ended December 31, 2022, filed with the Securities and Exchange Commission.
/s/ Ernst & Young LLP |
San Diego, California |
June 29, 2023 |
Exhibit 107
Calculation of Filing Fee Tables
Form S-8
(Form Type)
Regulus Therapeutics Inc.
(Exact name of Registrant as Specified in its Charter)
Table 1 Newly Registered Securities
Security Type | Security Class Title | Fee Calculation Rule |
Amount Registered(1) |
Proposed Maximum Offering Price Per Unit |
Maximum Offering Price |
Fee Rate |
Amount of Registration Fee | |||||||||
Fees to be Paid | Equity | Regulus Therapeutics Inc.
2019 Equity Incentive Plan
Common Stock, $0.001 par value per share |
457(c) and 457(h)(2) |
5,000,000(3) | $1.30 | $6,500,000.00 | 0.00011020 | $716.30 | ||||||||
Total Offering Amounts | | $6,500,000.00 | | $716.30 | ||||||||||||
Total Fee Offsets | | | | | ||||||||||||
Net Fee Due | | | | $716.30 |
(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 common stock (Common Stock) of Regulus Therapeutics Inc. (the Registrant) that become issuable under the Registrants 2019 Equity Incentive Plan (the 2019 EIP) by reason of any stock dividend, stock split, recapitalization or other similar transaction. |
(2) | This estimate is made pursuant to Rule 457(h)(1) and Rule 457(c) 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 June 23, 2023, as reported on the Nasdaq Capital Market. |
(3) | Represents shares of Common Stock reserved for issuance under the 2019 EIP as amended at the Registrants Annual Meeting held on June 13, 2023. |