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.
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.
Regulus Therapeutics Inc. ("Registrant") filed a Post-Effective Amendment on Form S-3 on June 25, 2025 to deregister every unsold security that had been registered under eight shelf registration statements originally filed between 2014 and 2024. The action is required because, on the same date, Redwood Merger Sub Inc.—an indirect, wholly owned subsidiary of Novartis AG—merged with and into Regulus, leaving Regulus as a wholly owned subsidiary of Novartis. Consequently, all public offerings and sales of the Registrant’s securities have been terminated.
The filing specifies: (i) the merger was executed pursuant to the April 29, 2025 Agreement and Plan of Merger; (ii) Regulus remains incorporated in Delaware and headquartered in San Diego, CA; (iii) the company is a non-accelerated filer and a smaller reporting company; and (iv) the amendment relies on Rule 478, so only one corporate officer—Secretary Jaime Huertas—needed to sign.
No financial terms of the Novartis transaction, conversion ratios, or cash consideration are disclosed in this document. The sole purpose is administrative—formally removing the securities from SEC registration to reflect Regulus’s new private-company status within Novartis’s corporate structure.
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.