Current Report Filing (8-k)
May 17 2019 - 4:11PM
Edgar (US Regulatory)
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM
8-K
CURRENT
REPORT
Pursuant to Section 13 or 15(d)
of the Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): May 14, 2019
Regulus Therapeutics Inc.
(Exact name of registrant as specified in its charter)
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Delaware
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001-35670
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26-4738379
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(State of
incorporation)
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(Commission
File No.)
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(IRS Employer
Identification No.)
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10628 Science Center Drive, Suite 100
San Diego, CA
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92121
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(Address of principal executive offices)
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(Zip Code)
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Registrants telephone number, including area code: (858)
202-6300
N/A
(Former name or former address, if changed since last report.)
Check the appropriate box below if the Form
8-K
filing is intended to simultaneously satisfy the filing obligation of
the registrant under any of the following provisions (see General Instruction A.2. below):
☐
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Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
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☐
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Soliciting material pursuant to Rule
14a-12
under the Exchange Act (17
CFR
240.14a-12)
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Pre-commencement
communications pursuant to Rule
14d-2(b)
under the Exchange Act (17 CFR
240.14d-2(b))
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☐
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Pre-commencement
communications pursuant to Rule
13e-4(c)
under the Exchange Act (17 CFR
240.13e-4(c))
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Securities registered pursuant to Section 12(b) of the Act:
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Title of each class
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Trading
Symbol(s)
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Name of each exchange
on which registered
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Common Stock, par value $0.001 per share
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RGLS
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The Nasdaq Stock Market LLC
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Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of
1933 (§230.405 of this chapter) or Rule
12b-2
of the Securities Exchange Act of 1934
(§240.12b-2
of this chapter).
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 13(a) of the Exchange
Act. ☐
Item 5.02
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Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers;
Compensatory Arrangements of Certain Officers.
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(e)
As previously reported, on May 3, 2019, Regulus Therapeutics Inc., a Delaware corporation (the Company), entered into a Securities Purchase
Agreement (the Purchase Agreement) with certain institutional and other accredited investors, pursuant to which the Company agreed to sell and issue shares of the Companys common stock (Common Stock), shares of the
Companys non-voting convertible preferred stock and warrants to purchase Common Stock, in up to two closings, in a private placement transaction (the Private Placement). In addition, as previously reported, on May 3, 2019 the
Company entered into an eighth amendment to its Loan and Security Agreement (the Eighth Amendment) with Oxford Finance LLC (the Lender), dated June 17, 2016, as amended, under which Loan and Security Agreement the Lender
lent the Company $20.0 million in a term loan on June 22, 2016 (the Term Loan). As a result of the Eighth Amendment and the completion of the initial closing of the Private Placement on May 7, 2019 which resulted in gross proceeds
to the Company of approximately $16.7 million (the Initial Closing), the Companys required monthly payments to the Lender will be comprised of interest only from May 2019 through and including the payment to be made in April 2020
and the Term Loan maturity date was extended from June 2020 to May 2022. Pursuant to the Eighth Amendment, if an additional $20.0 million in capital is received by the Company on or before December 31, 2019, the Companys required
monthly payments to the Lender will be comprised of interest only through and including the payment to be made in April 2021.
In recognition of the
contributions of the Companys executive officers following the Companys July 2018 corporate restructuring and reduction in workforce, the Companys entry into the Purchase Agreement and the completion of the Initial Closing, and the
execution of the Eighth Amendment, on May 14, 2019 the Companys Board of Directors approved a discretionary bonus and retention award (the Bonus Award) for each of the Companys executive officers in the amounts set forth in
the table below. Forty percent of the Bonus Award was paid on May 14, 2019. The remaining 60% of the Bonus Award is payable upon the completion of the milestone closing of the Private Placement, as set forth in the Purchase Agreement.
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Executive Officer
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Title
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Total Bonus
Award
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Paid on
May 14, 2019
(40% of Total)
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Payable
Following
Milestone
Closing
(60% of Total)
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Joseph P. Hagan
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President and Chief Executive Officer
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$
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589,160
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$
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235,664
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$
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353,496
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Daniel R. Chevallard
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Chief Financial Officer
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$
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160,680
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$
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64,272
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$
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96,408
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Christopher Aker
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Senior Vice President and General Counsel
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$
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145,000
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$
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58,000
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$
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87,000
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SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned
hereunto duly authorized.
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Regulus Therapeutics Inc.
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Date: May 17, 2019
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By:
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/s/ Joseph P. Hagan
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Joseph P. Hagan
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President and Chief Executive Officer
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