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

 

Exhibit
Number
  

Description

  4.1    Amended and Restated Certificate of Incorporation of the registrant (incorporated by reference to Exhibit 3.1 to the registrant’s Quarterly Report on Form 10-Q, filed with the SEC on August 3, 2016).
  4.2    Certificate of Amendment of Amended and Restated Certificate of Incorporation of the registrant (incorporated by reference to Exhibit 3.1 to the registrant’s Current Report on Form 8-K, filed with the SEC on October 2, 2018).
  4.3    Certificate of Amendment of Amended and Restated Certificate of Incorporation of the registrant (incorporated by reference to Exhibit 3.1 to the registrant’s Current Report on Form 8-K (File No. 001-35670), filed with the SEC on June 16, 2021).
  4.4    Certificate of Amendment of Amended and Restated Certificate of Incorporation of the registrant. (incorporated by reference to Exhibit 3.1 to the registrant’s Current Report on Form 8-K (File No. 001-35670), filed with the SEC on June 27, 2022).
  4.5    Amended and Restated Bylaws of the registrant (incorporated by reference to Exhibit  3.1 to the registrant’s Current Report on Form 8-K, filed with the SEC on June 8, 2016).
  4.6    Form of Common Stock Certificate of the registrant (incorporated by reference to Exhibit  4.2 to the registrant’s Quarterly Report on Form 10-Q, filed with the SEC on August 11, 2022).
  5.1    Opinion of Cooley LLP.
 23.1    Consent of Independent Registered Public Accounting Firm.
 23.2    Consent of Cooley LLP. Reference is made to Exhibit 5.1.
 24.1    Power of Attorney. Reference is made to the signature page hereto.
 99.1    Regulus Therapeutics Inc. 2019 Equity Incentive Plan, as amended (incorporated by reference to Exhibit 99.1 to the registrant’s current report on Form 8-K, filed with the SEC on May 17, 2024).
 99.2    Form of Stock Option Grant Notice and Option Agreement under the Regulus Therapeutics Inc. 2019 Equity Incentive Plan (incorporated by reference to Exhibit 99.2 to the registrant’s Registration Statement on Form S-8 (File No. 333-233414), filed with the SEC on August 22, 2019).
 99.3    Form of Restricted Stock Unit Grant Notice and Restricted Stock Unit Agreement under the Regulus Therapeutics Inc. 2019 Equity Incentive Plan (incorporated by reference to Exhibit 99.3 to the registrant’s Registration Statement on Form S-8 (File No. 333-233414), filed with the SEC on August 22, 2019).
107    Filing Fee Table


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

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 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

Exhibit 5.1

 

LOGO

Thomas A. Coll

+1 858 550 6013

collta@cooley.com

May 20, 2024

Regulus Therapeutics Inc.

4224 Campus Point Court, Suite 210

San Diego, CA 92121

Ladies and Gentlemen:

We have acted as counsel to 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 9,500,000 shares of the Company’s Common Stock, $0.001 par value (the Shares), issuable pursuant to the Company’s 2019 Equity Incentive Plan (the Plan).

In connection with this opinion, we have examined and relied upon (a) the Registration Statement and the related prospectus, (b) the Plan, (c) the Company’s certificate of incorporation and bylaws, each as currently in effect, and (d) such other documents, records, opinions, certificates, memoranda and 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 are 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 the 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


LOGO

May 20, 2024

Page Two

 

This opinion is limited to the matters expressly set forth in this letter, and no opinion has been or should be implied, or may be inferred, beyond the matters expressly stated. This opinion speaks only as to law and facts in effect or existing as of the date hereof and we have no obligation or responsibility to update or supplement this opinion to reflect any facts or circumstances that may hereafter come to our attention or any changes in law that may hereafter occur.

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, as amended, of Regulus Therapeutics Inc. of our report dated March 21, 2024, with respect to the financial statements of Regulus Therapeutics Inc. included in its Annual Report (Form 10-K) for the year ended December 31, 2023, filed with the Securities and Exchange Commission.

/s/ Ernst & Young LLP

San Diego, California

May 20, 2024

Exhibit 107

CALCULATION OF FILING FEE TABLE

Form S-8

Regulus Therapeutics Inc.

Table 1 – Newly Registered Securities

 

               
Security Type  

Security

Class

Title

 

Fee

Calculation

Rule

 

Amount

Registered (1)

 

Proposed

Maximum

Offering

Price Per

Unit

 

Maximum

Aggregate

Offering

Price

 

Fee

Rate

 

Amount of

Registration

Fee

               
Equity   Common Stock, par value $0.001 per share to be issued pursuant to the Regulus Therapeutics Inc. 2019 Equity Incentive Plan, as amended   457(h)(1)   9,500,000 shares (2)   $2.03 (3)   $19,285,000.00   $0.00014760   $2,846.47
           
Total Offering Amounts   9,500,000 shares       $19,285,000.00       $2,846.47
           
Total Fee Offsets                   $—
           
Net Fee Due                   $2,846.47

 

(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 Registrant’s 2019 Equity Incentive Plan, as amended (the “2019 Plan”) by reason of any stock dividend, stock split, recapitalization or other similar transaction.

 

(2)

Represents additional shares of Common Stock reserved for issuance under the 2019 Plan, as amended at the Registrant’s Annual Meeting held on May 16, 2024.

 

(3)

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 May 16, 2024, as reported on the Nasdaq Capital Market.


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