As filed with the Securities and Exchange Commission on February 4, 2021
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
2012 Employee Stock Purchase 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 (2)
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Proposed
maximum
aggregate
offering price (2)
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Amount of
registration fee
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2019 Equity Incentive Plan
Common Stock ($0.001 par value per share)
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3,371,635 (3)
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$1.37
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$4,619,140
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$504
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2012 Employee Stock Purchase Plan
Common Stock ($0.001 par value per share)
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83,332 (4)
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$1.37
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$114,165
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$13
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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”) or the 2012
Employee Stock Purchase Plan (the “2012 ESPP”) by reason of any stock dividend, stock split, recapitalization or other similar transaction.
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(2)
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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 February 1, 2021, as reported by The Nasdaq Capital Market.
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(3)
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Represents shares of Common Stock that were automatically added to the shares authorized for issuance under the
2019 EIP on January 1, 2021 pursuant to an “evergreen” provision contained in the 2019 EIP. Pursuant to such provision, on January 1st of each year from 2021 through 2029, the
number of shares authorized for issuance under the 2019 EIP is automatically increased by: (a) a number equal to 5% of the total number of shares of Common Stock outstanding on December 31st
of the preceding calendar year; or (b) a number determined by the Registrant’s board of directors that is less than the amount set forth in the foregoing clause (a).
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(4)
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Represents shares of Common Stock that were automatically added to the shares authorized for issuance under the
2012 ESPP on January 1, 2020 and January 1, 2021 pursuant to an “evergreen” provision contained in the 2012 ESPP. Pursuant to such provision, on January 1st of each year
from 2013 until 2022, the number of shares authorized for issuance under the 2012 ESPP is automatically increased by a number equal to the least of: (a) 1% of the total number of shares of Common Stock outstanding on December 31st of the preceding calendar year; (b) 41,666 shares of Common Stock (which number has been adjusted to give effect to the
1-for-12 reverse stock split of the Common Stock, effected in October 2018); and (c) a number determined by the Registrant’s board of directors that is less
than the amounts set forth in the foregoing clauses (a) and (b).
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