As filed with the Securities and Exchange Commission on February 4, 2021
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
2012 Employee Stock Purchase 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.
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. ☐
CALCULATION OF REGISTRATION FEE
|
||||||||
Title of securities to be registered |
Amount to be registered (1) |
Proposed maximum offering price per share (2) |
Proposed maximum aggregate offering price (2) |
Amount of registration fee |
||||
2019 Equity Incentive Plan Common Stock ($0.001 par value per share) |
3,371,635 (3) | $1.37 | $4,619,140 | $504 | ||||
2012 Employee Stock Purchase Plan Common Stock ($0.001 par value per share) |
83,332 (4) | $1.37 | $114,165 | $13 | ||||
|
||||||||
|
(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 Registrants Common Stock (Common Stock) that become issuable under the Regulus Therapeutics Inc. 2019 Equity Incentive Plan (the 2019 EIP) or the 2012 Employee Stock Purchase Plan (the 2012 ESPP) by reason of any stock dividend, stock split, recapitalization or other similar transaction. |
(2) |
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 February 1, 2021, as reported by The Nasdaq Capital Market. |
(3) |
Represents shares of Common Stock that were automatically added to the shares authorized for issuance under the 2019 EIP on January 1, 2021 pursuant to an evergreen provision contained in the 2019 EIP. Pursuant to such provision, on January 1st of each year from 2021 through 2029, the number of shares authorized for issuance under the 2019 EIP is automatically increased by: (a) a number equal to 5% of the total number of shares of Common Stock outstanding on December 31st of the preceding calendar year; or (b) a number determined by the Registrants board of directors that is less than the amount set forth in the foregoing clause (a). |
(4) |
Represents shares of Common Stock that were automatically added to the shares authorized for issuance under the 2012 ESPP on January 1, 2020 and January 1, 2021 pursuant to an evergreen provision contained in the 2012 ESPP. Pursuant to such provision, on January 1st of each year from 2013 until 2022, the number of shares authorized for issuance under the 2012 ESPP is automatically increased by a number equal to the least of: (a) 1% of the total number of shares of Common Stock outstanding on December 31st of the preceding calendar year; (b) 41,666 shares of Common Stock (which number has been adjusted to give effect to the 1-for-12 reverse stock split of the Common Stock, effected in October 2018); and (c) a number determined by the Registrants board of directors that is less than the amounts set forth in the foregoing clauses (a) and (b). |
INCORPORATION OF DOCUMENTS BY REFERENCE.
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 2019 EIP under Registration Statements on Form S-8 filed with the Securities and Exchange Commission (the Commission) on August 22, 2019 (File No. 333-233414) and January 22, 2020 (File No. 333-236020). Pursuant to General Instruction E to Form S-8, this Registration Statement hereby incorporates by reference the contents of the Registration Statements referenced above.
The Registrant previously registered shares of its Common Stock for issuance under the 2012 ESPP under Registration Statements on Form S-8 filed with Commission on October 5, 2012 (File No. 333-184324), May 15, 2013 (File No. 333-188606), March 4, 2014 (File No. 333-194294), February 9, 2015 (File No. 333-201988), February 23, 2016 (File No. 333-209654), January 27, 2017 (File No. 333-215793), January 5, 2018 (File No. 333-222434) and February 5, 2019 (File No. 333-229514). Pursuant to General Instruction E to Form S-8, this Registration Statement hereby incorporates by reference the contents of the Registration Statements referenced above.
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 February 4, 2021.
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 Joseph P. Hagan |
President, Chief Executive Officer and Member of the Board of Directors (Principal Executive Officer and Interim Principal Financial Officer) |
February 4, 2021 | ||
/s/ Cris Calsada |
Chief Financial Officer | February 4, 2021 | ||
Cris Calsada | (Principal Financial Officer) | |||
/s/ Daniel Penksa |
Controller | February 4, 2021 | ||
Daniel Penksa | (Principal Accounting Officer) | |||
/s/ Stelios Papadopoulos, Ph.D. Stelios Papadopoulos, Ph.D. |
Chairman of the Board of Directors | February 4, 2021 | ||
/s/ David Baltimore, Ph.D. David Baltimore, Ph.D. |
Member of the Board of Directors | February 4, 2021 | ||
/s/ Kathryn J. Collier Kathryn J. Collier |
Member of the Board of Directors | February 4, 2021 | ||
/s/ Alice S. Huang, Ph.D. Alice S. Huang, Ph.D. |
Member of the Board of Directors | February 4, 2021 | ||
/s/ Jake R. Nunn |
Member of the Board of Directors | February 4, 2021 | ||
Jake R. Nunn | ||||
/s/ William H. Rastetter, Ph.D. William H. Rastetter, Ph.D. |
Member of the Board of Directors | February 4, 2021 |
/s/ Hugh Rosen, M.D., Ph.D. Hugh Rosen, M.D., Ph.D. |
Member of the Board of Directors | February 4, 2021 | ||
/s/ Simos Simeonidis, Ph.D. |
Member of the Board of Directors | February 4, 2021 | ||
Simos Simeonidis, Ph.D. | ||||
/s/ Pascale Witz Pascale Witz |
Member of the Board of Directors | February 4, 2021 |
Exhibit 5.1
Kenneth J. Rollins
+1 858 550 6136
krollins@cooley.com
February 4, 2021
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 3,454,967 shares of the Companys Common Stock, $0.001 par value (the Shares), including (i) 3,371,635 shares for issuance pursuant to the Companys 2019 Equity Incentive Plan (the 2019 Plan), and (ii) 83,332 shares for issuance pursuant to the Companys 2012 Employee Stock Purchase Plan (together with the 2019 Plan, the Plans).
In connection with this opinion, we have examined and relied upon the Registration Statement and the related prospectuses, the Plans, the Companys Amended and Restated Certificate of Incorporation and Amended and Restated 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 Plans and the Registration Statement and related prospectuses, will be validly issued, fully paid, and nonassessable (except as to Shares issued pursuant to certain deferred payment arrangements, which will be fully paid and nonassessable 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
February 4, 2021
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 and the 2012 Employee Stock Purchase Plan of Regulus Therapeutics Inc. of our report dated March 12, 2020, with respect to the financial statements of Regulus Therapeutics Inc. included in its Annual Report (Form 10-K) for the year ended December 31, 2019, filed with the Securities and Exchange Commission.
/s/ Ernst & Young LLP
San Diego, California
February 4, 2021