Regulus Therapeutics Inc. (NASDAQ:RGLS) Files An 8-K Other Events
Item 8.01 Other Events.

On July19, 2017, we entered into an underwriting agreement (the “Underwriting Agreement”) with Leerink Partners LLC, as representative of the several underwriters named therein (collectively, the “Underwriters”), relating to the issuance and sale in a public offering of 44,000,000 shares of our common stock, par value $0.001 per share. The price to the public in the offering is $0.91 per share and the Underwriters have agreed to purchase the shares from us to the Underwriting Agreement at a price of $0.8554 per share. The net proceeds to us from the offering are expected to be approximately $37.3 million, after deducting the underwriting discounts and commissions and estimated offering expenses payable by us. The closing of the offering is expected to occur on July25, 2017, subject to customary closing conditions. In addition, we granted the Underwriters a30-dayoption to purchase up to 6,600,000 additional shares of our common stock at the public offering price, less the underwriting discounts and commissions. We intend to use the net proceeds from the offering to fund clinical development of our clinical candidates, RG-012 and RGLS4326, development of our earlier microRNA development candidates and programs, for the identification and validation of additional microRNA targets, and for capital expenditures, working capital and general corporate purposes.

The Underwriting Agreement contains customary representations, warranties and agreements by us, customary conditions to closing, indemnification obligations of us and the Underwriters, including for liabilities under the Securities Act of 1933, as amended, other obligations of the parties and termination provisions. The representations, warranties and covenants contained in the Underwriting Agreement were made only for purposes of such agreement and as of specific dates, were solely for the benefit of the parties to such agreement, and may be subject to limitations agreed upon by such parties.

The offering is being made to our registration statement on Form S-3 (Registration StatementNo.333-203292),previously filed with the Securities and Exchange Commission (“SEC”) and declared effective by the SEC on May2, 2016, and a prospectus supplement thereunder. A copy of the Underwriting Agreement is filed as Exhibit1.1 to this report, and the foregoing description of the terms of the Underwriting Agreement does not purport to be complete and is qualified in its entirety by reference to such exhibit. A copy of the opinion of CooleyLLP relating to the legality of the issuance and sale of the shares in the offering is attached as Exhibit5.1 hereto.

On July19, 2017, we issued a press release announcing the commencement of the offering and a press release announcing that we had priced the offering. Copies of these press releases are attached as Exhibits 99.1 and99.2 hereto, respectively.

Forward-Looking Statements

Certain statements contained in this report are forward-looking statements that involve a number of risks and uncertainties. Such forward-looking statements include, without limitation, statements about our expectations with respect to the completion, timing and size of the public offering; the expected net proceeds from the offering; and our anticipated use of the net proceeds from the offering. Words such as “will”, “expect”, “may,” “goal,” “potential” and similar expressions are intended to identify forward-looking statements, though not all forward-looking statements necessarily contain these identifying words. For such statements, we claim the protection of the Private Securities Litigation Reform Act of 1995. Actual events or results may differ materially from our expectations. Factors that could cause actual results to differ materially from the forward-looking statements include, but are not limited to, risks and uncertainties associated with market conditions and the satisfaction of customary closing conditions related to the public offering. Additional factors that could cause actual results to differ materially from those stated or implied by our forward-looking statements are disclosed in our filings with the SEC, including in the section captioned “Risk Factors” on Exhibit 99.1 of our current report on Form 8-K filed with the SEC on July19, 2017. These forward-looking statements represent our judgment as of the time of this report. We disclaim any intent or obligation to update these forward-looking statements, other than as may be required under applicable law.

Item 8.01 Financial Statements and Exhibits.

Regulus Therapeutics Inc. Exhibit
EX-1.1 2 d423160dex11.htm EX-1.1 EX-1.1 Exhibit 1.1 Execution Version 44,…
To view the full exhibit click here

About Regulus Therapeutics Inc. (NASDAQ:RGLS)

Regulus Therapeutics Inc. is a biopharmaceutical company focused on discovering and developing drugs that target microRNAs to treat a range of diseases. The Company uses its microRNA product platform to develop chemically modified, single-stranded oligonucleotides that the Company calls anti-miRs to modulate microRNAs and return diseased cells to their healthy state. The Company’s Regulus microMarkers division is focused on identifying microRNAs as biomarkers of human disease. It has a research collaboration with Biogen focused on the discovery of microRNAs as biomarkers for multiple sclerosis and has completed research for another pharmaceutical company to explore microRNAs as biomarkers for specific patient populations. The Company is developing RG-101, an N-Acetylgalactosamine (GalNAc)-conjugated anti-miR targeting miR-122; RG-012, an anti-miR targeting microRNA-21 for the treatment of Alport syndrome, and RG-125, a GalNAc-conjugated anti-miR targeting microRNA-103/107.