Item 8.01 Other Events.
On July 19, 2017, we
entered into an underwriting agreement (the Underwriting Agreement) with Leerink Partners LLC, as representative of the several underwriters named therein (collectively, the Underwriters), relating to the issuance and sale in
a public offering of 44,000,000 shares of our common stock, par value $0.001 per share. The price to the public in the offering is $0.91 per share and the Underwriters have agreed to purchase the shares from us pursuant to the Underwriting Agreement
at a price of $0.8554 per share. The net proceeds to us from the offering are expected to be approximately $37.3 million, after deducting the underwriting discounts and commissions and estimated offering expenses payable by us. The closing of the
offering is expected to occur on July 25, 2017, subject to customary closing conditions. In addition, we granted the Underwriters a 30-day option to purchase up to 6,600,000 additional shares of our common stock at the public offering
price, less the underwriting discounts and commissions. We intend to use the net proceeds from the offering to fund clinical development of our clinical candidates, RG-012 and RGLS4326, development of our earlier microRNA development candidates and
programs, for the identification and validation of additional microRNA targets, and for capital expenditures, working capital and general corporate purposes.
The Underwriting Agreement contains customary representations, warranties and agreements by us, customary conditions to closing, indemnification obligations
of us and the Underwriters, including for liabilities under the Securities Act of 1933, as amended, other obligations of the parties and termination provisions. The representations, warranties and covenants contained in the Underwriting Agreement
were made only for purposes of such agreement and as of specific dates, were solely for the benefit of the parties to such agreement, and may be subject to limitations agreed upon by such parties.
The offering is being made pursuant to our registration statement on Form S-3 (Registration Statement No. 333-203292), previously filed with
the Securities and Exchange Commission (SEC) and declared effective by the SEC on May 2, 2016, and a prospectus supplement thereunder. A copy of the Underwriting Agreement is filed as Exhibit 1.1 to this report, and the
foregoing description of the terms of the Underwriting Agreement does not purport to be complete and is qualified in its entirety by reference to such exhibit. A copy of the opinion of Cooley LLP relating to the legality of the issuance and
sale of the shares in the offering is attached as Exhibit 5.1 hereto.
On July 19, 2017, we issued a press release announcing the commencement
of the offering and a press release announcing that we had priced the offering. Copies of these press releases are attached as Exhibits 99.1 and 99.2 hereto, respectively.
Forward-Looking Statements
Certain statements contained
in this report are forward-looking statements that involve a number of risks and uncertainties. Such forward-looking statements include, without limitation, statements about our expectations with respect to the completion, timing and size of the
public offering; the expected net proceeds from the offering; and our anticipated use of the net proceeds from the offering. Words such as will, expect, may, goal, potential and similar
expressions are intended to identify forward-looking statements, though not all forward-looking statements necessarily contain these identifying words. For such statements, we claim the protection of the Private Securities Litigation Reform Act of
1995. Actual events or results may differ materially from our expectations. Factors that could cause actual results to differ materially from the forward-looking statements include, but are not limited to, risks and uncertainties associated with
market conditions and the satisfaction of customary closing conditions related to the public offering. Additional factors that could cause actual results to differ materially from those stated or implied by our forward-looking statements are
disclosed in our filings with the SEC, including in the section captioned Risk Factors on Exhibit 99.1 of our current report on Form 8-K filed with the SEC on July 19, 2017. These forward-looking statements represent our judgment as
of the time of this report. We disclaim any intent or obligation to update these forward-looking statements, other than as may be required under applicable law.