Regulus Therapeu SEC Filings

Regulus Therapeutics Inc. (RGLS) has filed Post-Effective Amendment No. 1 on Form S-3 to deregister all securities that remain unsold under eight previously effective shelf registration statements. The action follows the completion of the company’s acquisition by Novartis AG. On 25 June 2025, Redwood Merger Sub Inc., an indirect wholly-owned Novartis subsidiary, merged with and into Regulus pursuant to the 29 April 2025 Agreement and Plan of Merger. Regulus survived the transaction as a wholly-owned subsidiary of Novartis.

Because the merger has terminated any offering of Regulus securities, the company is using the undertakings contained in each registration statement to remove from registration any shares, debt securities or other instruments that were never sold. The filing is purely administrative: it confirms that no further securities will be issued under Registration Nos. 333-194293, 333-203292, 333-231965, 333-236026, 333-251853, 333-271847, 333-276287 and 333-278581.

Key takeaways for investors:

• The merger with Novartis is now legally effective; Regulus is no longer an independent public company.
• All unsold securities registered under prior shelf filings have been withdrawn, eliminating any residual overhang.
• No financial statements or earnings data are provided; the document serves to close out the company’s public-market registration obligations.

Regulus Therapeutics Inc. has filed a Post-Effective Amendment to eight previously effective Form S-3 registration statements to deregister all securities that remain unsold. The action follows the closing of the company’s merger with Novartis AG on 25 June 2025, executed under the Agreement and Plan of Merger dated 29 April 2025. Through the merger, Redwood Merger Sub Inc. was merged into Regulus, leaving Regulus as a wholly owned subsidiary of Novartis. As the combined entity will no longer issue Regulus securities to the public, the company is removing from registration the securities associated with Registration Nos. 333-194293, -203292, -231965, -236026, -251853, -271847, -276287 and -278581. The filing, signed by Secretary Jaime Huertas under Rule 478, contains no new financial data or forward-looking statements; it is strictly procedural and fulfills the undertaking in each original shelf registration to withdraw any unsold securities once the offering has terminated.

Regulus Therapeutics Inc. (RGLS) filed Post-Effective Amendment No. 1 to 20 previously effective Form S-8 registration statements on 25 June 2025.

The amendment deregisters every share of common stock that remained unsold or unissued under the company’s various employee and inducement equity compensation plans, including the 2009, 2012, 2019 Equity Incentive Plans, the 2021 Inducement Plan, and the 2012 & 2022 Employee Stock Purchase Plans.

The action follows the closing of the merger between Regulus and Novartis AG on the same date, executed under the 29 April 2025 Agreement and Plan of Merger. Upon completion, Redwood Merger Sub Inc. was merged with and into Regulus, leaving Regulus as a wholly owned subsidiary of Novartis. As a consequence, all public offerings under the affected plans have been terminated, making the remaining registered securities unnecessary.

The filing is largely administrative: it withdraws the SEC registration of unsold shares and imposes no new financial obligations or disclosures. No earnings data, pro-forma adjustments, or forward-looking statements are included.

Regulus Therapeutics Inc. (RGLS) has filed Post-Effective Amendment No. 1 to twenty separate Form S-8 registration statements. The filing formally deregisters all unsold shares of common stock that had been set aside for issuance under a range of equity-based compensation plans, including the 2009, 2012 and 2019 Equity Incentive Plans, multiple Employee Stock Purchase Plans, and several Inducement Plans.

The action follows the June 25 2025 closing of the merger in which Redwood Merger Sub Inc., a wholly-owned subsidiary of Novartis AG, merged with and into Regulus, leaving Regulus as a wholly-owned subsidiary of Novartis. Because the company is no longer an independent public issuer, it has terminated all offerings and sales of its securities under the Securities Act, making the S-8 registrations unnecessary.

This amendment therefore removes from registration the remaining shares—including those originally registered prior to the company’s 1-for-12 reverse split (2018) and 1-for-10 reverse split (2022)—that were never issued. No new securities will be offered under these plans, and any associated filing fees cannot be refunded but may be applied to future Novartis filings if applicable.

Regulus Therapeutics Inc. ("RGLS") filed a Post-Effective Amendment No. 1 on Form S-8 to terminate and deregister all unsold shares that had previously been registered under 20 separate Form S-8 registration statements dating back to 2012.

The amendment follows the closing of Regulus’ merger with Novartis AG on 25 June 2025. Under the April 29 2025 Merger Agreement, Redwood Merger Sub Inc.—a wholly-owned Novartis subsidiary—merged with and into Regulus, leaving Regulus as a wholly owned subsidiary of Novartis. Because Regulus’ common stock will no longer be publicly offered or issued under its historical equity incentive, inducement and employee stock purchase plans, the company is withdrawing the related shelf registrations.

In total, the affected statements had covered tens of millions of shares reserved for issuance under seven equity compensation plans (2009, 2012, 2019 Equity Incentive Plans; 2012 & 2022 ESPPs; 2021 & earlier Inducement Plans). The share counts referenced are pre-reverse-split, reflecting the 1-for-12 split in 2018 and the 1-for-10 split in 2022.

No financial results, proceeds, or new securities are offered in this filing; it is an administrative step to close out the company’s equity programs now that Regulus has ceased to exist as a standalone public issuer.