Welcome to our dedicated page for Regulus Therapeu SEC filings (Ticker: RGLS), a comprehensive resource for investors and traders seeking official regulatory documents including 10-K annual reports, 10-Q quarterly earnings, 8-K material events, and insider trading forms.
The Regulus Therapeutics Inc. (RGLS) SEC filings page provides access to the company’s regulatory documents, which trace its transition from a Nasdaq-listed biopharmaceutical issuer to an indirect wholly owned subsidiary of Novartis AG. Regulus has focused on developing medicines targeting microRNAs, with its lead program farabursen (RGLS8429) for autosomal dominant polycystic kidney disease (ADPKD) prominently discussed in its public reports.
Key filings include a Form 8‑K dated June 25, 2025, in which Regulus reports the completion of the acquisition by Novartis. This filing describes the tender offer for all outstanding shares of common stock, the offer consideration composed of a cash amount per share plus a non-tradeable contingent value right (CVR), and the subsequent merger of a Novartis subsidiary with and into Regulus. The 8‑K details how outstanding shares, stock options, restricted stock units, performance-based awards, and warrants were treated in connection with the transaction, and notes that Regulus became the surviving corporation and an indirect wholly owned subsidiary of Novartis.
For trading status and listing history, a Form 25 filed on June 25, 2025, by The Nasdaq Stock Market LLC notifies the removal of Regulus common stock from listing and/or registration under Section 12(b) of the Securities Exchange Act of 1934. This document reflects the delisting of the RGLS common stock from Nasdaq following the completion of the merger.
Subsequently, a Form 15 filed on July 7, 2025, certifies the termination of registration of Regulus common stock under Section 12(g) of the Exchange Act and the suspension of the company’s duty to file reports under Sections 13 and 15(d). The Form 15 notes that the approximate number of holders of record as of the certification date was one, consistent with Regulus operating as a wholly owned subsidiary.
These filings, together with earlier periodic and current reports, document Regulus Therapeutics’ regulatory history, its microRNA-focused biopharmaceutical activities, and the corporate steps leading to its acquisition and delisting. On Stock Titan, AI-powered tools can help summarize lengthy forms such as 8‑Ks and related exhibits, highlight how securities and contingent value rights were structured, and clarify the implications of Forms 25 and 15 for the historical RGLS ticker and former public shareholders.
Form 4 overview: On 06/25/2025 Preston Klassen, President, Head of R&D and Director of Regulus Therapeutics Inc. (RGLS), reported the disposition of all his equity holdings following the closing of the merger with Novartis AG.
Under the Agreement and Plan of Merger signed 04/29/2025, Novartis’ wholly-owned Redwood Merger Sub acquired every outstanding Regulus common share. Each share was converted into the right to receive (i) US$7.00 in cash and (ii) one contingent value right (CVR) that pays an additional US$7.00 in cash if a specified milestone is met.
The filing lists the cancellation and cash-plus-CVR conversion of 115,555 common shares and 1,898,000 in-the-money stock options with exercise prices between US$1.00 and US$2.01. Following these transactions, Klassen now reports zero beneficial ownership of Regulus equity.
The Form 4 therefore confirms: (1) the merger became effective on 06/25/2025; (2) insiders have exited their positions at the agreed consideration; and (3) Regulus is now a wholly-owned subsidiary of Novartis. No earnings data or ongoing share ownership remain for public investors, shifting future value to the privately held CVRs.
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. has filed a Post-Effective Amendment (POS AM) to eight previously effective Form S-3 registration statements, formally deregistering all securities that remain unsold under those shelves.
The company explains that, on 25 June 2025, it completed a merger with Novartis AG (via Redwood Merger Sub Inc.), becoming a wholly owned subsidiary of Novartis. Because the merger terminated any further public offerings, Regulus is obligated—per undertakings in each registration statement—to remove the unissued securities from registration.
No new securities are being offered, no capital is being raised, and no financial results are disclosed. The amendment is strictly administrative, confirming that all outstanding shelf capacity is cancelled following the closing of the transaction that took the company private.
Accordingly, the filing signals the final step in Regulus’s transition from an independent public company to a private Novartis subsidiary; it has no impact on the consideration already received by former RGLS shareholders.