Regulus Therapeutics Inc. (Form: S-8, Received: 01/22/2020 17:28:40)

Large Accelerated filer

Accelerated filer

Non-accelerated filer

Smaller reporting company

Emerging growth company

As filed with the Securities and Exchange Commission on January 22, 2020

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.)

10628 Science Center Drive, Suite 225

San Diego, CA

92121

(Address of Principal Executive Offices)

(Zip Code)

2019 Equity Incentive Plan

(Full titles of the plans)

Joseph P. Hagan

President and Chief Executive Officer

Regulus Therapeutics Inc.

10628 Science Center Drive, Suite 225

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.

Kenneth J. Rollins, Esq.

Cooley LLP

4401 Eastgate Mall

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.

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. ☐

CALCULATION OF REGISTRATION FEE



Title of securities to be registered	Amount to be registered (1)	Proposed maximum offering price per share (3)	Proposed maximum aggregate offering price (3)	Amount of registration fee
Common Stock issuable under the 2019 Equity Incentive Plan ($0.001 par value per share)	4,166,860 shares(2)	$1.25	$5,208,575.00	$676.07

(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 the Registrant’s Common Stock (“Common Stock”) that become issuable under the Regulus Therapeutics Inc. 2019 Equity Incentive Plan (the “2019 EIP”) by reason of any stock dividend, stock split, recapitalization or other similar transaction.

(2)

Represents shares of Common Stock that were automatically added to the shares authorized for issuance under the 2019 EIP on December 24, 2019 concurrently with the completion of the Milestone Closing under the Securities Purchase Agreement between the Company and the purchasers named therein, dated May 3, 2019.

(3)

This estimate is made pursuant to Rule 457(c) and Rule 457(h)(1) 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 January 15, 2020, as reported by The Nasdaq Capital Market.

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 January 22, 2020.


REGULUS THERAPEUTICS INC.

By:		/s/ Joseph P. Hagan
		Joseph P. Hagan
		President and 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 (including post-effective amendments), 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	President, Chief Executive Officer and Member	January 22, 2020
Joseph P. Hagan	of the Board of Directors (Principal Executive Officer)

/s/ Cris Calsada	Chief Financial Officer	January 22, 2020
Cris Calsada	(Principal Financial Officer)

/s/ Daniel Penksa	Controller	January 22, 2020
Daniel Penksa	(Principal Accounting Officer)

/s/ Stelios Papadopoulos, Ph.D.	Chairman of the Board of Directors	January 22, 2020
Stelios Papadopoulos, Ph.D.

/s/ David Baltimore, Ph.D.	Member of the Board of Directors	January 22, 2020
David Baltimore, Ph.D.

/s/ Kathryn J. Collier	Member of the Board of Directors	January 22, 2020
Kathryn J. Collier

/s/ Jake R. Nunn	Member of the Board of Directors	January 22, 2020
Jake R. Nunn

/s/ William H. Rastetter, Ph.D.	Member of the Board of Directors	January 22, 2020
William H. Rastetter, Ph.D.

/s/ Hugh Rosen, M.D., Ph.D.	Member of the Board of Directors	January 22, 2020
Hugh Rosen, M.D., Ph.D.

/s/ Simos Simeonidis, Ph.D.	Member of the Board of Directors	January 22, 2020
Simos Simeonidis, Ph.D.

/s/ Pascale Witz	Member of the Board of Directors	January 22, 2020
Pascale Witz

Exhibit 5.1

LOGO

Kenneth J. Rollins

+1 858 550 6136

krollins@cooley.com

January 22, 2020

Regulus Therapeutics Inc.

10628 Science Center Drive, Suite 225

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, covering the offering of up to 4,166,860 shares of the Company’s common stock, par value $0.001 per share (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 (i) the Registration Statement and related prospectus, (ii) the Company’s Amended and Restated Certificate of Incorporation, as amended, and Amended and Restated Bylaws, each as currently in effect, (iii) the Plan, and (iv) originals or copies certified to our satisfaction of such records, documents, certificates, memoranda and other instruments as in our judgment are necessary or appropriate to enable us to render the opinion expressed below. We have undertaken no independent verification with respect to such matters. We have assumed the genuineness and authenticity of all documents submitted to us as originals, and the conformity to originals of all documents submitted to us as copies and the due execution and delivery of all documents for all persons other than the Company, where due execution and delivery are a prerequisite to the effectiveness thereof. As to certain factual matters, we have relied upon a certificate of an officer of the Company and have not sought independently to verify 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 non-assessable (except as to shares issued pursuant to certain deferred payment arrangements, which will be fully paid and non-assessable when such deferred payments are made in full).

Cooley LLP 4401 Eastgate Mall San Diego, CA 92121

t: (858) 550-6000 f: (858) 550-6420 cooley.com

LOGO

Regulus Therapeutics Inc.

January 22, 2020

Page Two

We consent to the filing of this opinion as an exhibit to the Registration Statement.

Sincerely,


Cooley LLP

By:		/s/ Kenneth J. Rollins
		Kenneth J. Rollins

Cooley LLP 4401 Eastgate Mall 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 reports dated March 18, 2019, with respect to the financial statements of Regulus Therapeutics Inc. and the effectiveness of internal control over financial reporting of Regulus Therapeutics Inc. included in its Annual Report (Form 10-K) for the year ended December 31, 2018, filed with the Securities and Exchange Commission.

/s/ Ernst & Young LLP

San Diego, California

January 22, 2020


Exhibit Number		Description

4.1		Amended and Restated Certificate of Incorporation of the Registrant (previously filed as Exhibit 3.1 to the Registrant’s Quarterly Report on Form 10-Q, filed with the Commission on August 3, 2016, and incorporated herein by reference).

4.2		Certificate of Amendment of Amended and Restated Certificate of Incorporation of the Registrant (previously filed as Exhibit 3.1 to the Registrant’s Current Report on Form 8-K, filed with the Commission on October 2, 2018, and incorporated herein by reference).

4.3		Amended and Restated Bylaws of the Registrant (previously filed as Exhibit 3.1 to the Registrant’s Current Report on Form 8-K, filed with the Commission on June 8, 2016, and incorporated herein by reference).

4.4		Form of Common Stock Certificate of the Registrant (previously filed as Exhibit 4.2 to the Registrant’s Quarterly Report on Form 10-Q, filed with the Commission on November 9, 2018, and incorporated herein by reference).

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 (previously filed as Exhibit 99.1 to the Registrant’s Current Report on Form 8-K, filed with the Commission on August 6, 2019, and incorporated herein by reference).

99.2		Form of Stock Option Grant Notice and Option Agreement under the Regulus Therapeutics Inc. 2019 Equity Incentive Plan (previously filed as Exhibit 99.2 to the Registrant’s Registration Statement on Form S-8 (File No. 333-233414), filed with the Commission 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 (previously filed as Exhibit 99.3 to the Registrant’s Registration Statement on Form S-8 (File No. 333-233414), filed with the Commission on August 22, 2019).