Amended Tender Offer Statement by Issuer (sc To-i/a)
November 13 2018 - 6:06AM
Edgar (US Regulatory)
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE TO
(Amendment No. 2)
(Rule
13e-4)
Tender Offer Statement Under Section 14(d)(1) or 13(e)(1)
of the Securities Exchange Act of 1934
Regulus
Therapeutics Inc.
(Name of Subject Company (Issuer) and Filing Person (Offeror))
Options to Purchase Common Stock, $0.001 Par Value Per Share
(Title of Class of Securities)
75915K 200
(CUSIP Number
of Common Stock Underlying Class of Securities)
Joseph P. Hagan
President and Chief Executive Officer
Regulus Therapeutics Inc.
10614 Science Center Drive
San Diego, CA 92121
(858)
202-6300
(Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications On Behalf of Filing Person)
Copies to
Thomas
A. Coll, Esq.
Kenneth J. Rollins, Esq.
Cooley LLP
4401 Eastgate
Mall
San Diego, California 92121
(858)
550-6000
CALCULATION
OF FILING FEE
|
|
|
Transaction Valuation*
|
|
Amount of Filing Fee**
|
$711,382
|
|
$86.22
|
|
*
|
Estimated solely for purposes of calculating the amount of the filing fee. The calculation of the Transaction
Valuation assumes that all stock options to purchase shares of the issuers common stock that may be eligible for exchange in the offer will be tendered pursuant to this offer. These stock options covered an aggregate of 915,009 shares of the
issuers common stock, and had an aggregate value of $711,382 as of October 12, 2018, calculated based on a Black-Scholes option pricing model.
|
**
|
The amount of the filing fee, calculated in accordance with Rule
0-11(b)
of the Securities Exchange Act of 1934, as amended, equals $121.20 per $1,000,000 of the aggregate amount of the Transaction Valuation (or 0.01212% of the aggregate Transaction Valuation). The
Transaction Valuation set forth above was calculated for the sole purpose of determining the filing fee and should not be used for any other purpose.
|
☒
|
Check the box if any part of the fee is offset as provided by Rule
0-11(a)(2)
and identify the filing with which the offsetting fee was previously paid. Identify the previous filing by registration statement number, or the Form or Schedule and the date of its filing.
|
|
|
|
Amount Previously Paid: $86.22
|
|
Filing Party: Regulus Therapeutics Inc.
|
|
|
Form or Registration No.:
005-87002
|
|
Date Filed: October 15, 2018
|
☐
|
Check the box if the filing relates solely to preliminary communications made before the commencement of a
tender offer.
|
Check the appropriate boxes below to designate any transactions to which the statement relates:
|
☐
|
third party tender offer subject to Rule
14d-1.
|
|
☒
|
issuer tender offer subject to Rule
13e-4.
|
|
☐
|
going-private transaction subject to Rule
13e-3.
|
|
☐
|
amendment to Schedule 13D under Rule
13d-2.
|
Check the following box if the filing is a final amendment reporting the results of the tender offer: ☐
If applicable, check the appropriate box(es) below to designate the appropriate rule provision(s) relied upon:
|
☐
|
Rule
13e-4(i)
(Cross-Border Issuer Tender Offer)
|
|
☐
|
Rule
14d-1(d)
(Cross-Border Third-Party Tender Offer)
|
Explanatory Note
This Amendment No. 2 to Tender Offer Statement on Schedule TO (this Amendment No. 2) 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 (as amended on November 9, 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, as amended and supplemented by Amendment No. 1 filed on November 9, 2018.
This Amendment No. 2 is made to amend and supplement Item 12 (Exhibits) of the Schedule TO to update Exhibit (a)(1)(I) to include the final exchange
ratios emailed to Eligible Holders (as defined in the Exchange Offer) on November 9, 2018.
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. 2. Except as specifically set forth herein, this Amendment No. 2 does not modify any of the information previously reported on the Schedule TO.
Item 12. Exhibits.
Item 12 of the Schedule TO is
amended and supplemented by updating Exhibit (a)(1)(I):
SIGNATURE
After due inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.
|
|
|
Regulus Therapeutics Inc.
|
|
|
By:
|
|
/s/ Joseph P. Hagan
|
Joseph P. Hagan
|
President and Chief Executive Officer
|
|
Date: November 9, 2018
|
Regulus Therapeutics (NASDAQ:RGLS)
Historical Stock Chart
From Mar 2024 to Apr 2024
Regulus Therapeutics (NASDAQ:RGLS)
Historical Stock Chart
From Apr 2023 to Apr 2024