As filed with the Securities and Exchange Commission on January 22, 2020
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)
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Delaware
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26-4738379
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(State or other jurisdiction of
incorporation or organization)
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(I.R.S. 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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2019 Equity Incentive 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.
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Large Accelerated filer
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☐
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Accelerated filer
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☐
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Non-accelerated filer
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☒
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Smaller reporting company
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☒
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Emerging growth company
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☐
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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
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Title of securities
to be registered
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Amount
to be
registered
(1)
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Proposed
maximum
offering
price
per share (3)
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Proposed
maximum
aggregate
offering price (3)
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Amount of
registration fee
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Common Stock issuable under the 2019 Equity Incentive Plan
($0.001 par value per share)
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4,166,860 shares(2)
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$1.25
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$5,208,575.00
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$676.07
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(1)
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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 Registrant’s Common Stock (“Common Stock”) that become issuable under the Regulus Therapeutics Inc. 2019 Equity Incentive Plan (the “2019 EIP”) by reason
of any stock dividend, stock split, recapitalization or other similar transaction.
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(2)
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Represents shares of Common Stock that were automatically added to the shares authorized for issuance under the
2019 EIP on December 24, 2019 concurrently with the completion of the Milestone Closing under the Securities Purchase Agreement between the Company and the purchasers named therein, dated May 3, 2019.
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(3)
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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 January 15, 2020, as reported by The Nasdaq Capital Market.
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