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-3
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 Number)
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10628 Science Center Drive, Suite 225
San Diego, California 92121
(858) 202-6300
(Address, including zip code, and telephone number, including area code, of registrants principal executive offices)
Joseph P. Hagan
President
and Chief Executive Officer
Regulus Therapeutics Inc.
10628 Science Center Drive, Suite 225
San Diego, California 92121
(858) 202-6300
(Name, address, including zip code, and telephone number, including area code, of agent for service)
Copy to:
Thomas A.
Coll, Esq.
Kenneth J. Rollins, Esq.
Cooley LLP
4401 Eastgate
Mall
San Diego, California 92121
(858) 550-6000
Approximate date of
commencement of proposed sale to the public: From time to time after this Registration Statement becomes effective.
If the only securities being
registered on this Form are being offered pursuant to dividend or interest reinvestment plans, please check the following box: ☐
If any of
the securities being registered on this Form are to be offered on a delayed or continuous basis pursuant to Rule 415 under the Securities Act of 1933, other than securities offered only in connection with dividend or interest reinvestment plans,
check the following box: ☒
If this Form is filed to register additional securities for an offering pursuant to Rule 462(b) under the
Securities Act, please check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. ☐
If this Form is a post-effective amendment filed pursuant to Rule 462(c) under the Securities Act, check the following box and list the Securities Act
registration statement number of the earlier effective registration statement for the same offering. ☐
If this Form is a registration
statement pursuant to General Instruction I.D. or a post-effective amendment thereto that shall become effective upon filing with the Commission pursuant to Rule 462(e) under the Securities Act, check the following box. ☐
If this Form is a post-effective amendment to a registration statement filed pursuant to General Instruction I.D. filed to register additional securities or
additional classes of securities pursuant to Rule 413(b) under the Securities Act, check the following box. ☐
Indicate by check mark
whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer or a smaller reporting company. See the definitions of large accelerated filer, accelerated
filer, smaller reporting company or 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 13(a) of the Exchange Act. ☐
CALCULATION OF
REGISTRATION FEE
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Title of Each Class of
Securities to be Registered
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Amount
to be
Registered(1)
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Proposed
Maximum
Offering
Price
per Share(2)
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Proposed
Maximum
Aggregate
Offering Price(2)
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Amount of
Registration Fee
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Common stock, par value $0.001 per share
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65,767,800
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$1.25
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$82,209,750
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$10,671
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(1)
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Consists of 32,883,900 shares of common stock issuable upon the conversion of an aggregate of 3,288,390 shares
of Class A-2 convertible preferred stock of the registrant and 32,883,900 shares of common stock issuable upon the exercise of warrants, all of which were acquired by the selling stockholders in a private
placement. Pursuant to Rule 416 under the Securities Act of 1933, as amended, the shares of common stock being registered hereunder include such indeterminate number of shares of common stock as may be issuable with respect to the shares of common
stock being registered hereunder as a result of stock splits, stock dividends or similar transactions.
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(2)
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Pursuant to Rule 457(c), calculated on the basis of the average of the high and low prices per share of common
stock reported on The Nasdaq Capital Market on January 15, 2020.
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The registrant hereby amends
this Registration Statement on such date or dates as may be necessary to delay its effective date until the registrant shall file a further amendment which specifically states that this Registration Statement shall thereafter become effective in
accordance with Section 8(a) of the Securities Act of 1933, as amended, or until the Registration Statement shall become effective on such date as the Securities and Exchange Commission, acting pursuant to said Section 8(a), may determine.