Explanatory Note
This Amendment No. 1 to Tender Offer Statement on Schedule TO (this Amendment No. 1) amends and supplements the Tender Offer Statement
on Schedule TO (the Schedule TO) relating to the Offer to Exchange Eligible Options for New Restricted Stock Units dated October 15, 2018 (the Exchange Offer) by Regulus Therapeutics Inc., a Delaware corporation (the
Company), originally filed by the Company with the Securities and Exchange Commission on October 15, 2018.
On November 9, 2018, the
Company filed its Quarterly Report on Form
10-Q
for the quarter ended September 30, 2018 (the Q3
10-Q).
This Amendment No. 1 is made to
(i) amend and restate Item 10(a) (Financial Information) of the Schedule TO to incorporate by reference the Q3
10-Q
and to update the book value per share of the Companys common stock, par value
$0.001 per share (the Common Stock) as of September 30, 2018 and (ii) amend and supplement Item 12 (Exhibits) of the Schedule TO to update Exhibit (a)(1)(A) to incorporate by reference the Q3
10-Q,
to add the Q3
10-Q
as Exhibit (a)(1)(O) and to add the Third Amendment to Loan and Security Agreement, dated August 6, 2018, by and between the Company and
Oxford Finance LLC as Exhibit (d)(18).
The information in the Schedule TO, including all schedules and annexes to the Schedule TO, which were previously
filed with the Schedule TO, is incorporated herein by reference to answer the items required in this Schedule TO, except that such information is hereby amended and supplemented to the extent specifically provided in this Amendment No. 1.
Except as specifically set forth herein, this Amendment No. 1 does not modify any of the information previously reported on the Schedule TO.
Item 10. Financial Information.
Item 10(a) of the
Schedule TO is amended and restated as follows:
(a)
Financial Information
. The information set forth in Item 15 (Exhibits, Financial
Statement Schedules) of the Companys Annual Report on
Form 10-K
for the year ended December 31, 2017, filed with the Securities and Exchange Commission on March 8, 2018, which is
incorporated herein by reference; the information set forth in Item 1 (Financial Statements) of the Companys Quarterly Report on Form
10-Q
for the quarter ended March 31, 2018, filed
with the Securities and Exchange Commission on May 10, 2018, which is incorporated herein by reference; the information set forth in Item 1 (Financial Statements) of the Companys Quarterly Report on Form
10-Q
for the quarter ended June 30, 2018, filed with the Securities and Exchange Commission on August 9, 2018, which is incorporated herein by reference; the information set forth in Item 1
(Financial Statements) of the Companys Quarterly Report on Form
10-Q
for the quarter ended September 30, 2018, filed with the Securities and Exchange Commission on November 9, 2018,
which is incorporated herein by reference; the financial information contained in the Exchange Offer under Section 8 (Information Concerning Us; Financial Information) including Schedule A to the Exchange Offer; and Section 15
(Additional Information) of the Exchange Offer is incorporated herein by reference. See Section 15 (Additional Information) of the Exchange Offer for more information regarding how to obtain copies of or otherwise review
such reports. The book value per share of the Common Stock as of September 30, 2018 was $0.18 (as adjusted for
the 1-for-12 reverse
stock split of the
Common Stock effective on October 3, 2018).
Item 12. Exhibits.
Item 12 of the Schedule TO is amended and supplemented by updating Exhibit (a)(1)(A) and adding a new Exhibit (a)(1)(O) and Exhibit (d)(18) as follows:
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Exhibit
No.
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Description
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(a)(1)(A)
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Offer to Exchange Eligible Options for New Restricted Stock Units dated October 15, 2018, as amended on November 9, 2018.
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(a)(1)(O)
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Quarterly Report on Form
10-Q
for the quarter ended September
30, 2018, filed with the Securities and Exchange Commission on November 9, 2018 and incorporated herein by reference
.
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(d)(18)
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Third Amendment to Loan and Security Agreement, dated August
6, 2018, by and between the Company and Oxford Finance LLC (incorporated by reference to Exhibit 10.1 to the Companys Quarterly Report on Form
10-Q
(File
No.
001-35670),
filed with the Securities and Exchange Commission on November 9, 2018).
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