Regulus Therapeu SEC Filings

Regulus Therapeutics Inc. (ticker RGLS) filed a Form 4 reporting that Senior Vice President & General Counsel Christopher Ray Aker disposed of all remaining equity interests on 25 June 2025, the day the company completed its merger with an indirect Novartis AG subsidiary (Redwood Merger Sub Inc.).

Key cash-and-CVR consideration: Each common share, performance stock unit (PSU) and in-the-money stock option was converted into (i) $7.00 in cash and (ii) one contingent value right (CVR) that may deliver an additional $7.00 per share upon achievement of a specified milestone. Out-of-the-money options (exercise price ≥ $7.00 < $14.00) were canceled and exchanged solely for CVRs, giving holders potential—but not guaranteed—future cash.

Securities disposed:

• 60,796 common shares tendered for cash + CVR.
• 83,125 PSUs canceled for cash + CVR (previously omitted from filings).
• Total of 1,471,000 stock options across 11 tranches canceled; options with strike < $7 receive cash + CVR, those with strike ≥ $7 < $14 receive only CVRs.

As a result, Aker reports zero shares or options beneficially owned post-transaction. The filing confirms legal completion of the merger and outlines how insiders’ equity was settled, providing investors final clarity on consideration mechanics and eliminating further insider ownership disclosures under Section 16.

Form 4 Overview: The filing documents that Regulus Therapeutics Inc. (RGLS) Chief Executive Officer and Director Joseph P. Hagan disposed of 100 % of his equity holdings—both common shares and derivative securities—on 25 June 2025. The disposition was automatic and stems from the previously-announced $7.00-per-share cash tender offer and merger between Regulus and Novartis AG, executed through wholly-owned subsidiary Redwood Merger Sub Inc.

Cash & CVR consideration: • Every Regulus common share became entitled to $7.00 in cash plus one contingent value right (CVR). • Each performance stock unit (280,750 PSUs) was converted to the same economics.
• All in-the-money stock options (exercise price below $7.00) were cancelled in exchange for a cash payment equal to intrinsic value plus one CVR per underlying share.
• All out-of-the-money options (exercise ≥ $7.00 but < $14.00) were cancelled for CVRs only, giving potential future cash of up to $14.00 less exercise price upon milestone achievement.
• Outstanding warrants were settled for $2.95 per warrant, the Black-Scholes value defined in the merger agreement.

Securities affected: 571,558 common shares, 5,388,976 option shares (multiple strike prices from $1.00 to $13.10), and 2,976 warrant shares were all reduced to zero beneficial ownership. Following the closing, Hagan holds no direct or indirect equity in Regulus, which is now a wholly owned Novartis subsidiary.

Investor takeaway: The filing is procedural but confirms the legal closing of the Novartis-Regulus merger and the extinguishment of public equity. Shareholders can expect prompt cash settlement and potential upside from the CVR tied to a specified milestone.

Regulus Therapeutics Inc. (RGLS) – Form 4 insider filing

Director Jason Raleigh Nunn reported the disposition of all equity holdings on 25 June 2025 in connection with the closing of the merger between Regulus Therapeutics Inc. (the “Issuer”) and Novartis AG. All 62,500 shares of common stock and the entire option portfolio were automatically converted under the Agreement and Plan of Merger dated 29 April 2025.

• Common stock: 62,500 shares converted (Transaction code “D”) into the right to receive the “Offer Price” consisting of $7.00 in cash per share plus one contingent value right (CVR).
• In-the-Money stock options (exercise price < $7.00): 148,650 options cancelled and exchanged for (i) cash equal to $7.00 minus the exercise price, multiplied by the number of underlying shares, and (ii) an equivalent number of CVRs.
• Out-of-the-Money stock options (exercise price ≥ $7.00 but < $14.00): 10,975 options cancelled and converted solely into CVRs. Future cash is contingent on milestone achievement as described in the Merger Agreement.

Following these transactions, the reporting person holds 0 shares and 0 derivative securities; ownership is reported as “D” (direct) throughout.

The filing confirms that the merger became effective at the close of business on 25 June 2025, after Merger Sub’s successful tender offer. Regulus now operates as a wholly owned subsidiary of Novartis, and its former equity securities have been replaced by cash consideration and CVRs in accordance with the merger terms.

Regulus Therapeutics Inc. (RGLS) – Form 4 insider transaction report

Chief Financial Officer Crispina Calsada disclosed the disposition of all 140,228 directly-held common shares and the cancellation of 1,628,500 stock options as of 25 June 2025. The transactions were executed automatically under the April 29 2025 Agreement and Plan of Merger among Regulus, Redwood Merger Sub Inc. and Novartis AG.

• At the merger’s effective time, each Regulus share was converted into the right to receive $7.00 cash plus one contingent value right (CVR).
• In-the-money options (exercise price < $7.00) were converted into cash equal to ($7.00 – strike price) × number of shares plus one CVR per underlying share.
• Out-of-the-money options (strike ≥ $7.00 < $14.00) were canceled for CVRs only, which may pay cash if a defined milestone is achieved.

Following these conversions, the reporting person reports zero remaining direct or indirect ownership in Regulus equity securities. The filing finalises insider equity treatment resulting from the completion of Novartis’ tender offer and subsequent merger, after which Regulus became a wholly owned subsidiary of Novartis.

Regulus Therapeutics Inc. (RGLS) filed a Post-Effective Amendment on Form S-3 on 25 June 2025 to formally deregister all securities that remain unsold under eight previously effective shelf registration statements (Nos. 333-194293, 333-203292, 333-231965, 333-236026, 333-251853, 333-271847, 333-276287 and 333-278581) filed between 2014 and 2024.

The administrative filing follows completion of the 29 April 2025 Agreement and Plan of Merger whereby Novartis AG, through wholly-owned Redwood Merger Sub Inc., acquired Regulus. On 25 June 2025 the merger closed, converting Regulus into a wholly-owned subsidiary of Novartis and terminating any public offering of Regulus securities. Consistent with undertakings in each shelf, the company is now withdrawing registration of any unissued shares, debt or other securities previously eligible for issuance.

No new securities are being registered, no capital is being raised, and the document contains no financial statements or operational updates. The action is largely procedural, signalling completion of the takeover and removal of legacy capital-markets filings. Investors who already received merger consideration are unaffected; remaining registration capacity is simply eliminated. The Merger Agreement itself is on file as Exhibit 2.1 to Regulus’ Form 8-K dated 30 April 2025.