Regulus Therapeutics Inc. (NASDAQ:RGLS) Files An 8-K Results of Operations and Financial Condition
Item2.02
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Results of Operations and Financial Condition. |
On May4, 2017, we issued a press release announcing our financial
results for the first quarter ended March31, 2017. A copy of the
press release is attached hereto as Exhibit 99.1. The information
in this Item 2.02 and the attached Exhibit 99.1 are being
furnished and shall not be deemed filed for the purposes of
Section18 of the Securities and Exchange Act of 1934, as amended,
or otherwise subject to the liabilities of that Section. The
information in this Item 2.02 and the attached exhibit shall not
be incorporated by reference into any registration statement or
other document to the Securities Act of 1933, as amended.
| Item2.05 |
Costs Associated with Exit or Disposal Activities. |
On May2, 2017, we implemented a corporate restructuring to
streamline our operations, reduce our operating expenses, extend
our cash runway and focus our resources on our most promising
programs. In connection with the restructuring, we committed to a
reduction in our total workforce by approximately 30% percent to
65 employees. The restructuring was approved by our Board of
Directors on May2, 2017, and affected employees were informed on
May4, 2017. We expect to complete the workforce reduction in May
2017. We estimate that we will record charges of approximately
$2.0million for employee severance and other related termination
benefits. Severance payments are expected to be paid in full by
the end of the second quarter of 2017.
| Item5.02 |
Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers. |
On May4, 2017, Paul C. Grint, M.D. resigned as our President and
Chief Executive Officer and as a director, effective immediately.
Dr.Grint has also withdrawn himself as a nominee for director at
our 2017 annual meeting of stockholders. In connection with his
resignation, and subject to our receiving an effective release
and waiver of claims from Dr.Grint, Dr.Grint will receive (1)a
lump sum severance payment equal to 12 months of his base salary
in effect at the time of his resignation, (2)a lump sum cash
amount equal to 229.56% multiplied by the total cost of the
projected premiums for group medical, dental and vision insurance
for a period of 12 months and (3)vesting acceleration of all
outstanding options or other equity incentive awards held by
Dr.Grint that are subject to time-based vesting as of the time of
his resignation. In addition, subject to Dr.Grints consent and
our receipt of an effective release and waiver of claims from
Dr.Grint, the post-termination exercise period of all outstanding
options held by Dr.Grint will be extended to one year following
the date of his resignation.
On May4, 2017, Joseph P. Hagan, our Chief Operating Officer, was
appointed to the position of President and Chief Executive
Officer, principal executive officer and as a director, effective
immediately. Any shares voted by proxy for the election of
Dr.Grint as a director at our 2017 annual meeting of
stockholders, scheduled to be held on June1, 2017 at 9:00 a.m.
local time at our principal executive offices, will instead be
voted for the election or Mr.Hagan, as substitute nominee.
As part of his appointment to President and Chief Executive
Officer, on May 4, 2017, the Board of Directors increased Mr.
Hagans base annual compensation to $500,000 and his target bonus
to 50% of his base salary. In addition, Mr. Hagan was granted an
option to purchase 750,000 shares of our common stock, at a grant
price equal to our stocks closing price on the date of grant.
Twenty-five percent of the shares underlying the stock options
will vest on the first anniversary of the date of grant with the
remainder to vest in equal monthly installments over the
following three years, such that the option is fully vested four
years after the date of grant, subject to Mr. Hagans continued
service to us through each vesting date.
Mr.Hagan, age 48, served as our Chief Operating Officer,
principal financial officer and principal accounting officer from
January 2016 until his appointment as our President and Chief
Executive Officer on May 4, 2017. From June 2011 through December
2015, Mr.Hagan served as the Executive Vice President, Chief
Financial Officer and Chief Business Officer of Orexigen
Therapeutics, Inc. From May 2009 to June 2011, Mr.Hagan served as
Orexigens Senior Vice President, Corporate Development, Strategy
and Communications. From September 2004 to April 2008, Mr.Hagan
served as Managing Director of Amgen Ventures. Prior to starting
the Amgen Ventures Fund, Mr.Hagan served as Head of Corporate
Development for Amgen Inc. Before joining Amgen, Mr.Hagan spent
five years in the bioengineering labs at Genzyme and Advanced
Tissue Sciences. Mr.Hagan has served on the board of directors of
Zosano Pharma, a publicly traded biotechnology company, since May
2015. He received an M.B.A. from Northeastern University and a
B.S. in Physiology and Neuroscience from the University of
California, San Diego. Our Board of Directors believes that
Mr.Hagans experience in the biotechnology industry, as well as
his service as an executive officer of our company, qualify him
to serve on our Board of Directors.
On May 4, 2017, our Board of Directors appointed Daniel
Chevallard as our Chief Financial Officer and our principal
financial and accounting officer. Prior to his appointment, Mr.
Chevallard had served as our Vice President, Finance and
Accounting since May2013 and as Vice President, Accounting and
Financial Reporting commencing in December2012. Prior to joining
Regulus, Mr.Chevallard held various senior roles in corporate
finance, accounting and financial reporting including Controller
and Senior Director, Finance with Prometheus Laboratories Inc.
(acquired by Nestle Health Science in July 2011) from April 2006
to December2012. From September 2001 to April 2006, Mr.
Chevallard was employed by public accounting firm Ernst Young,
LLP in their assurance services practice. Mr.Chevallard received
his Bachelor of Accountancy from the University of San Diego and
is a Certified Public Accountant in the state of California.
In addition, on May 4, 2017, Timothy Wright, M.D., our Chief
Research Development Officer, was granted an option to purchase
350,000 shares of our common stock, at a grant price equal to our
stocks closing price on the date of grant. Twenty-five percent of
the shares underlying the stock option will vest on the first
anniversary of the date of grant with the remainder to vest in
equal monthly installments over the following three years, such
that the option is fully vested four years after the date of
grant, subject to Dr. Wrights continued service to us through
each vesting date.
| Item9.01 | Financial Statements and Exhibits. |
(d) Exhibits.
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Exhibit No. |
Description |
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| 99.1 |
Press release issued by Regulus Therapeutics Inc. on May4, 2017 relating to financial results |
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. Regulus Therapeutics Inc. (NASDAQ:RGLS) Recent Trading Information
Regulus Therapeutics Inc. (NASDAQ:RGLS) closed its last trading session down -0.05 at 1.70 with 467,085 shares trading hands.