Regulus Therapeu SEC Filings

Regulus Therapeutics Inc. ("Regulus") filed a Post-Effective Amendment No. 1 to twenty separate Form S-8 registration statements on 25 June 2025. The filing formally deregisters all unsold or unissued shares of common stock that had previously been registered for issuance under the company’s various equity compensation and employee stock purchase plans dating back to 2012. Plans affected include the 2009, 2012 and 2019 Equity Incentive Plans, the 2012 & 2022 Employee Stock Purchase Plans, and both the 2021 and earlier Inducement Plans.

Reason for deregistration: the step follows the closing of the merger whereby Redwood Merger Sub Inc., a wholly-owned subsidiary of Novartis AG, merged with and into Regulus on 25 June 2025 under the Agreement and Plan of Merger signed 29 April 2025. Regulus survived the merger as a wholly-owned Novartis subsidiary, and all public offerings of Regulus common stock have been terminated.

Investor takeaway: This amendment is largely administrative; it confirms the consummation of the acquisition and removes any residual share capacity from the SEC’s registration records. No new financial data, earnings information, or forward-looking statements are provided.

Regulus Therapeutics Inc. ("Regulus", Nasdaq: RGLS) filed Post-Effective Amendment No. 1 on Form S-8 covering 20 previously effective employee equity registration statements. The amendment formally deregisters all shares of common stock that were registered but unsold or unissued under the company’s various equity incentive, inducement and employee stock-purchase plans spanning 2009-2025.

The action follows the closing of the merger with Novartis AG on 25 June 2025, pursuant to the 29 April 2025 Agreement and Plan of Merger, under which Redwood Merger Sub Inc. merged into Regulus, making Regulus a wholly owned subsidiary of Novartis. Because Regulus is no longer an independent public company, all outstanding securities offerings under the referenced S-8 registration statements have been terminated.

• Scope: 20 registration statements dating from 2012 to 2025 covering millions of pre-split shares under seven separate plans (2009, 2012, 2019 Equity Incentive Plans; 2012 & 2022 ESPPs; 2021 Inducement Plan; original Inducement Plan).
• Reason: Completion of merger eliminates the need for public issuance of equity awards; therefore, remaining securities are being withdrawn.
• Status of Company: Regulus now operates as a private, wholly owned Novartis subsidiary.

Investor takeaway: The filing is primarily administrative, confirming that public investors will no longer receive, purchase, or trade new Regulus shares. Any value realization for former RGLS shareholders would have occurred at the merger closing, not through the cancelled equity plans.

Regulus Therapeutics Inc. ("Regulus") filed a Post-Effective Amendment No. 1 to 20 previously effective Form S-8 registration statements covering shares reserved for issuance under multiple equity incentive and employee stock purchase plans dating back to 2012. The amendment withdraws or deregisters all shares of common stock that remain unsold or unissued under those plans.

The action follows the closing of Regulus’ merger with Novartis AG on 25 June 2025, pursuant to the 29 April 2025 Agreement and Plan of Merger. Redwood Merger Sub Inc. was merged into Regulus, leaving Regulus as a wholly-owned subsidiary of Novartis. Consequently, all public offerings of Regulus securities under the referenced S-8 statements have been terminated, and the company is removing these securities from registration under the Securities Act of 1933.

Because this filing is purely administrative—reflecting the company’s new private-company status—there are no financial results, earnings metrics, or operational updates included. The key implication for investors is confirmation that Regulus shares previously issuable under employee plans will no longer be offered or sold on a stand-alone basis.

Regulus Therapeutics Inc. (NASDAQ: RGLS) has filed Post-Effective Amendment No. 1 to 20 earlier Form S-8 registration statements, thereby deregistering all unsold shares that had been reserved for issuance under its various equity incentive and employee stock purchase plans. The affected registrations – originally filed between 2012 and 2025 – collectively covered tens of millions of shares (before giving effect to the company’s 2018 1-for-12 and 2022 1-for-10 reverse splits).

The technical action follows the closing of Regulus’ merger with Novartis AG on 25 June 2025. Under the April 29 2025 Agreement and Plan of Merger, Novartis’ wholly owned Redwood Merger Sub Inc. was merged into Regulus, leaving Regulus as a wholly owned subsidiary of Novartis. As a consequence, Regulus has terminated all pending offerings and sales of its common stock; the remaining unsold shares registered under the plans are no longer required to be available for issuance and are thus being removed from registration.

The filing classifies Regulus as a non-accelerated filer and smaller reporting company; no new financial statements or earnings data are provided. The amendment is administrative in nature and does not impact the merger consideration already received by former Regulus shareholders.