Amended Statement of Ownership (sc 13g/a)
February 12 2021 - 5:59PM
Edgar (US Regulatory)
UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
Washington,
D.C. 20549
SCHEDULE
13G/A
Under
the Securities Exchange Act of 1934
(Amendment
No. 3)*
Regulus
Therapeutics Inc.
|
(Name
of Issuer)
|
|
Common
Stock, $0.001 par value
|
(Title
of Class of Securities)
|
|
75915K200
|
(CUSIP
Number)
|
|
December
31, 2020
|
(Date
of Event Which Requires Filing of this Statement)
|
Check
the appropriate box to designate the rule pursuant to which this Schedule is filed:
|
☐
|
Rule
13d-1(b)
|
|
☒
|
Rule
13d-1(c)
|
|
☐
|
Rule
13d-1(d)
|
*
The remainder of this cover page shall be filled out for a reporting person’s initial filing on this form with respect to
the subject class of securities, and for any subsequent amendment containing information which would alter the disclosures provided
in a prior cover page.
The
information required in the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section
18 of the Securities Exchange Act of 1934 (“Act”) or otherwise subject to the liabilities of that section of the Act
but shall be subject to all other provisions of the Act (however, see the Notes).
CUSIP
No.
|
75915K200
|
|
Page
2 of 8
|
1
|
NAME
OF REPORTING PERSONS
Altium Capital Management, LP
I.R.S.
IDENTIFICATION NO. OF ABOVE PERSONS
(ENTITIES ONLY) EIN: 82-2066653
|
|
2
|
CHECK
THE APPROPRIATE BOX IF A MEMBER OF A GROUP
|
(a) ☐
(b) ☒
|
3
|
SEC
USE ONLY
|
|
4
|
CITIZENSHIP
OR PLACE OF ORGANIZATION
Delaware,
United States of America
|
|
NUMBER
OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH:
|
5
|
SOLE
VOTING
0
|
|
6
|
SHARED
VOTING POWER
1,327,801
shares of Common Stock issuable upon exercise of Warrants (See Item 4)(1)
3,229,780
shares of Common Stock issuable upon exercise of Common Warrants (See Item 4)(1)
|
|
7
|
SOLE
DISPOSITIVE POWER
0
|
|
8
|
SHARED
DISPOSITIVE POWER
1,327,801
shares of Common Stock issuable upon exercise of Warrants (See Item 4)(1)
3,229,780
shares of Common Stock issuable upon exercise of Common Warrants (See Item 4)(1)
|
|
9
|
AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,327,801
shares of Common Stock issuable upon exercise of Warrants (See Item 4)(1)
3,229,780
shares of Common Stock issuable upon exercise of Common Warrants (See Item 4)(1)
|
|
10
|
CHECK
BOX IF THE AGGREGATE AMOUNT IN ROW 9 EXCLUDES CERTAIN SHARES
|
☐
|
11
|
PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW 9
6.8%*
(See Item 4)(1)(2)
|
|
12
|
TYPE
OF REPORTING PERSON
IA, PN
|
|
|
|
|
|
|
|
(1)
|
As described in Item 4, the shares of Warrants and Common Warrants
are subject to a 9.99% blocker. However, as more fully described in Item 4, the securities reported in rows (6), (8) and (9) show
the number of shares of Common Stock that would be issuable upon full conversion and exercise of such reported securities and gives
effect to such blockers.
|
|
(2)
|
Based
on 66,900,962 shares of Common Stock outstanding as of December 11, 2020 as set forth in the Issuer’s S-3 filed with the
Securities and Exchange Commission on December 31, 2020.
|
CUSIP
No.
|
75915K200
|
|
Page
3 of 8
|
1
|
NAME
OF REPORTING PERSONS
Altium Growth Fund, LP
I.R.S.
IDENTIFICATION NO. OF ABOVE PERSONS
(ENTITIES ONLY) EIN: 82-2105101
|
|
2
|
CHECK
THE APPROPRIATE BOX IF A MEMBER OF A GROUP
|
(a)
☐
(b) ☒
|
3
|
SEC
USE ONLY
|
|
4
|
CITIZENSHIP
OR PLACE OF ORGANIZATION
Delaware,
United States of America
|
|
NUMBER
OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH:
|
5
|
SOLE
VOTING
0
|
|
6
|
SHARED
VOTING POWER
1,327,801
shares of Common Stock issuable upon exercise of Warrants (See Item 4)(1)
3,229,780
shares of Common Stock issuable upon exercise of Common Warrants (See Item 4)(1)
|
|
7
|
SOLE
DISPOSITIVE POWER
0
|
|
8
|
SHARED
DISPOSITIVE POWER
1,327,801
shares of Common Stock issuable upon exercise of Warrants (See Item 4)(1)
3,229,780
shares of Common Stock issuable upon exercise of Common Warrants (See Item 4)(1)
|
|
9
|
AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,327,801
shares of Common Stock issuable upon exercise of Warrants (See Item 4)(1)
3,229,780
shares of Common Stock issuable upon exercise of Common Warrants (See Item 4)(1)
|
|
10
|
CHECK
BOX IF THE AGGREGATE AMOUNT IN ROW 9 EXCLUDES CERTAIN SHARES
|
☐
|
11
|
PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW 9
6.8%
(See Item 4)(1)(2)
|
|
12
|
TYPE
OF REPORTING PERSON
PN
|
|
|
|
|
|
|
|
(1)
|
As described in Item 4, the shares of Warrants and Common Warrants
are subject to a 9.99% blocker. However, as more fully described in Item 4, the securities reported in rows (6), (8) and (9) show
the number of shares of Common Stock that would be issuable upon full conversion and exercise of such reported securities and gives
effect to such blockers.
|
|
(2)
|
Based
on 66,900,962 shares of Common Stock outstanding as of December 11, 2020 as set forth in the Issuer’s S-3 filed with the
Securities and Exchange Commission on December 31, 2020.
|
CUSIP
No.
|
75915K200
|
|
Page
4 of 8
|
1
|
NAME
OF REPORTING PERSONS
Altium Growth GP, LLC
I.R.S.
IDENTIFICATION NO. OF ABOVE PERSONS
(ENTITIES ONLY) EIN: 82-2086430
|
|
2
|
CHECK
THE APPROPRIATE BOX IF A MEMBER OF A GROUP
|
(a)
☐
(b) ☒
|
3
|
SEC
USE ONLY
|
|
4
|
CITIZENSHIP
OR PLACE OF ORGANIZATION
Delaware,
United States of America
|
|
NUMBER
OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH:
|
5
|
SOLE
VOTING
0
|
|
6
|
SHARED
VOTING POWER
1,327,801
shares of Common Stock issuable upon exercise of Warrants (See Item 4)(1)
3,229,780
shares of Common Stock issuable upon exercise of Common Warrants (See Item 4)(1)
|
|
7
|
SOLE
DISPOSITIVE POWER
0
|
|
8
|
SHARED
DISPOSITIVE POWER
1,327,801
shares of Common Stock issuable upon exercise of Warrants (See Item 4)(1)
3,229,780
shares of Common Stock issuable upon exercise of Common Warrants (See Item 4)(1)
|
|
9
|
AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,327,801
shares of Common Stock issuable upon exercise of Warrants (See Item 4)(1)
3,229,780
shares of Common Stock issuable upon exercise of Common Warrants (See Item 4)(1)
|
|
10
|
CHECK
BOX IF THE AGGREGATE AMOUNT IN ROW 9 EXCLUDES CERTAIN SHARES
|
☐
|
11
|
PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW 9
6.8%
(See Item 4)(1)(2)
|
|
12
|
TYPE
OF REPORTING PERSON
OO
|
|
|
|
|
|
|
|
(1)
|
As described in
Item 4, the shares of Warrants and Common Warrants are subject to a 9.99% blocker. However, as more fully described in Item
4, the securities reported in rows (6), (8) and (9) show the number of shares of Common Stock that would be issuable upon
full conversion and exercise of such reported securities and gives effect to such blockers.
|
|
(2)
|
Based
on 66,900,962 shares of Common Stock outstanding as of December 11, 2020 as set forth in the Issuer’s S-3 filed with the
Securities and Exchange Commission on December 31, 2020.
|
CUSIP
No.
|
75915K200
|
|
Page
5 of 8
|
Item
1(a).
|
|
Name
of Issuer: Regulus
Therapeutics Inc. (the “Issuer”)
|
|
|
|
Item
1(b).
|
|
Address
of Issuer’s Principal Executive Offices: 10628 Science Center Drive, Suite
225
San
Diego, California 92121
|
|
|
|
Item
2(a).
|
|
Name
of Person Filing:
This
statement is jointly filed by and on behalf of each of Altium Growth Fund, LP (the “Fund”), Altium Capital
Management, LP, and Altium Growth GP, LLC. The Fund is the record and direct beneficial owner of the securities covered
by this statement. Altium Capital Management, LP is the investment adviser of, and may be deemed to beneficially own securities,
owned by, the Fund. Altium Growth GP, LLC is the general partner of, and may be deemed to beneficially own securities
owned by, the Fund.
Each
reporting person declares that neither the filing of this statement nor anything herein shall be construed as an admission
that such person is, for the purposes of Section 13(d) or 13(g) of the Act or any other purpose, the beneficial owner
of any securities covered by this statement.
Each
of the reporting persons may be deemed to be a member of a group with respect to the Issuer or securities of the Issuer
for the purposes of Section 13(d) or 13(g) of the Act. Each of the reporting persons declares that neither the filing
of this statement nor anything herein shall be construed as an admission that such person is, for the purposes of Section
13(d) or 13(g) of the Act or any other purpose, (i) acting (or has agreed or is agreeing to act together with any other
person) as a partnership, limited partnership, syndicate, or other group for the purpose of acquiring, holding, or disposing
of securities of the Issuer or otherwise with respect to the Issuer or any securities of the Issuer or (ii) a member of
any group with respect to the Issuer or any securities of the Issuer.
|
|
|
|
Item
2(b).
|
|
Address
of Principal Business Office or, if None, Residence:
|
|
|
The
address of the principal business office of each of the reporting persons is
152 West 57th Street, FL 20, New York, NY 10019
|
|
|
|
Item
2(c).
|
|
Citizenship:
|
|
|
See
Item 4 on the cover page(s) hereto.
|
|
|
|
Item
2(d).
|
|
Title
of Class of Securities:
|
|
|
Common
Stock, par value $0.001 per share (“Common Stock”)
|
|
|
|
Item
2(e).
|
|
CUSIP
Number: 75915K200
|
|
|
|
Item
3.
|
If
This Statement is Filed Pursuant to §§240.13d-1(b), or 240.13d-2(b) or (c), Check Whether the Person Filing is a:
|
|
|
|
(a)
|
☐
|
Broker
or dealer registered under Section 15 of the Act (15 U.S.C. 78o).
|
|
|
|
|
|
(b)
|
☐
|
Bank
as defined in Section 3(a)(6) of the Act (15 U.S.C. 78c).
|
CUSIP
No.
|
75915K200
|
|
Page
6 of 8
|
|
(c)
|
☐
|
Insurance
company as defined in Section 3(a)(19) of the Act (15 U.S.C. 78c).
|
|
|
|
|
|
(d)
|
☐
|
Investment
company registered under Section 8 of the Investment Company Act of 1940 (15 U.S.C. 80a-8).
|
|
|
|
|
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(e)
|
☐
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An
investment adviser in accordance with §240.13d-1(b)(1)(ii)(E);
|
|
|
|
|
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(f)
|
☐
|
An
employee benefit plan or endowment fund in accordance with §240.13d-1(b)(1)(ii)(F);
|
|
|
|
|
|
(g)
|
☐
|
A
parent holding company or control person in accordance with §240.13d-1(b)(ii)(G);
|
|
|
|
|
|
(h)
|
☐
|
A
savings association as defined in Section 3(b) of the Federal Deposit Insurance Act (12 U.S.C. 1813);
|
|
|
|
|
|
(i)
|
☐
|
A
church plan that is excluded from the definition of an investment company under Section 3(c)(14) of the Investment Company
Act (15 U.S.C. 80a-3);
|
|
|
|
|
|
(j)
|
☐
|
Group,
in accordance with §240.13d-1(b)(1)(ii)(J).
|
|
|
|
|
Item
4.
|
Ownership.
|
|
|
|
Provide
the following information regarding the aggregate number and percentage of the class of securities of the Issuer identified
in Item 1.
|
|
|
|
The
information as of the date of the event which requires filing of this statement required by Items 4(a) – (c) is set
forth in Rows 5 – 11 of the cover page for each Reporting Person listed above and is incorporated by reference for each
such Reporting Person. The percentage set forth in Row 11 of the cover page for each Reporting Person is based on 66,900,962
shares of Common Stock issued and outstanding as of December 11, 2020 as represented in the Issuer’s Form S-3 filed
with the Securities and Exchange Commission on December 31, 2020.
|
|
|
|
Pursuant to the terms of the Warrants and Common Warrants, the Reporting
Persons cannot exercise the Warrants and Common Warrants to the extent the Reporting Persons would beneficially own, after any
such exercise, more than 9.99% of the outstanding shares of Common Stock (the “Warrant Blocker”) and the percentage
set forth in Row 11 of the cover page for each Reporting Person gives effect to the Warrant Blocker.
|
CUSIP
No .
|
75915K200
|
|
Page
7 of 8
|
Item
5.
|
Ownership
of Five Percent or Less of a Class.
|
|
|
|
If
this statement is being filed to report the fact that as of the date hereof the reporting person has ceased to be the beneficial
owner of more than five percent of the class of securities, check the following ☐
|
|
|
Item
6.
|
Ownership
of More than Five Percent on Behalf of Another Person.
|
|
Not
applicable
|
|
|
Item
7.
|
Identification
and Classification of the Subsidiary Which Acquired the Security Being Reported on by the Parent Holding Company or Control
Person.
|
|
Not
applicable
|
|
|
Item
8.
|
Identification
and Classification of Members of the Group.
|
|
Not
applicable
|
|
|
Item
9.
|
Notice
of Dissolution of Group.
|
|
Not
applicable
|
|
|
Item
10.
|
Certification.
|
By
signing below I certify that, to the best of my knowledge and belief, the securities referred to above were not acquired and are
not held for the purpose of or with the effect of changing or influencing the control of the issuer of the securities and were
not acquired and are not held in connection with or as a participant in any transaction having that purpose or effect, other than
activities solely in connection with a nomination under § 240.14a-11.
After
reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true,
complete and correct.
|
Dated:
|
February
12, 2021
|
|
|
|
|
|
Altium
Capital Management, LP
|
|
|
|
|
|
By:
|
/s/
Jacob Gottlieb
|
|
|
Name:
|
Jacob
Gottlieb
|
|
|
Title:
|
CEO
|
|
|
|
|
|
|
Altium
Growth Fund, LP
|
|
|
|
|
|
|
By:
Altium Growth GP, LLC
|
|
|
Its:
General Partner
|
|
|
|
|
|
|
Signature:
|
/s/
Jacob Gottlieb
|
|
|
Name:
|
Jacob
Gottlieb
|
|
|
Title:
|
Managing
Member of Altium Growth GP, LLC
|
|
|
|
|
|
|
Altium
Growth GP, LLC
|
|
|
|
|
|
By:
|
/s/
Jacob Gottlieb
|
|
|
Name:
|
Jacob
Gottlieb
|
|
|
Title:
|
Managing
Member
|
|
Page
8 of 8
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