Current Report Filing (8-k)
September 06 2019 - 4:06PM
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): September 5, 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 225
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
(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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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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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 3.01 Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer
of Listing.
On September 5, 2019, Regulus Therapeutics Inc. (the Company) received a letter (the Notice) from The Nasdaq
Stock Market (Nasdaq) advising the Company that for 30 consecutive trading days preceding the date of the Notice, the bid price of the Companys common stock had closed below the $1.00 per share minimum required for continued
listing on The Nasdaq Capital Market pursuant to Nasdaq Listing Rule 5450(a)(1) (the Minimum Bid Price Requirement).
The Notice has no effect
on the listing of the Companys common stock at this time, and the Companys common stock continues to trade on The Nasdaq Capital Market under the symbol RGLS.
Under Nasdaq Listing Rule 5810(c)(3)(A), if during the 180 calendar day period following the date of the Notice (the Compliance Period) the
closing bid price of the Companys common stock is at or above $1.00 for a minimum of 10 consecutive business days, the Company will regain compliance with the Minimum Bid Price Requirement and its common stock will continue to be eligible for
listing on The Nasdaq Capital Market absent noncompliance with any other requirement for continued listing.
If the Company does not regain compliance
with the Minimum Bid Price Requirement by the end of the Compliance Period, under Nasdaq Listing Rule 5810(c)(3)(A)(ii) if on the last day of the Compliance Period the Company is in compliance with the market value of publicly held shares
requirement for continued listing as well as all other standards for initial listing of its common stock on The Nasdaq Capital Market (other than the Minimum Bid Price Requirement), it will be afforded an additional 180 day compliance period (the
Additional Compliance Period), unless the Company does not indicate its intent to cure the deficiency, or if it does not appear to Nasdaq that it is possible for the Company to cure the deficiency, in which case the Company will not be
eligible for the Additional Compliance Period.
If the Company does not regain compliance with the Minimum Bid Price Requirement by the end of the
Compliance Period, or the Additional Compliance Period, if applicable, the Companys common stock will be subject to delisting.
The Company intends
to monitor the closing bid price of its common stock and may, if appropriate, consider implementing available options to regain compliance with the Minimum Bid Price Requirement.
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: September 6, 2019
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By:
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/s/ Joseph Hagan
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Joseph Hagan
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President and Chief Executive Officer
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