Regulus Therapeu SEC Filings

Regulus Therapeutics Inc. (NASDAQ: RGLS) filed a Post-Effective Amendment No. 1 to nineteen previously effective Form S-8 registration statements. The amendment formally deregisters all shares of common stock that remained unsold or unissued under the company’s various equity compensation and employee stock purchase plans, covering grant authorizations dating back to 2009. The action is strictly administrative and follows the closing of Regulus’ acquisition by Novartis AG.

Under the Agreement and Plan of Merger dated 29 April 2025, Redwood Merger Sub Inc.—a wholly owned subsidiary of Novartis—merged with and into Regulus on 25 June 2025. Regulus survived the merger and is now a wholly owned subsidiary of Novartis. Consequently, the company has terminated all securities offerings under the listed plans, making the continued effectiveness of the S-8 registrations unnecessary. Share counts cited in the filing reflect pre-reverse-split numbers and therefore overstate post-split totals; however, those shares were never issued.

Investor takeaway: The filing confirms the consummation of the Novartis transaction and eliminates any potential dilution from legacy equity incentive authorizations. The amendment has no impact on public shareholders because Regulus shares have been converted to the merger consideration and are no longer publicly traded.

Regulus Therapeutics Inc. ("Regulus") has filed a Post-Effective Amendment No. 1 to 20 previously effective Form S-8 registration statements to deregister all remaining shares of common stock that were registered but unsold or unissued under its various equity incentive, inducement and employee stock purchase plans.

The action follows the closing of the company’s merger with Novartis AG on 25 June 2025, pursuant to the Agreement and Plan of Merger dated 29 April 2025. Upon completion of the transaction, Redwood Merger Sub Inc. was merged with and into Regulus, and Regulus now operates as a wholly owned subsidiary of Novartis. As a consequence, Regulus has terminated all offerings under the 2009, 2012, 2019 Equity Incentive Plans, 2021 Inducement Plan, Inducement Plan, 2012 and 2022 Employee Stock Purchase Plans.

The amendment lists each original S-8 filing—from Registration No. 333-184324 (October 2012) through Registration No. 333-284604 (January 2025)—and notes the number of shares originally registered (prior to 1-for-12 and 1-for-10 reverse splits). No new securities are being registered, and the company requests that the SEC remove the unsold shares from registration.

Key Takeaway: The filing is administrative in nature and confirms the formal close of Regulus’ independent equity programs following its acquisition by Novartis.

Regulus Therapeutics Inc. ("RGLS") filed a Post-Effective Amendment No. 1 to twenty separate Form S-8 registration statements on 25 June 2025. The amendment formally deregisters every share of common stock that remained unsold or unissued under the company’s legacy equity compensation and employee stock purchase plans, including the 2009, 2012, 2019 Equity Incentive Plans, the 2021 Inducement Plan and the 2022 ESPP. The affected filings span Registration Nos. 333-184324 through 333-284604 and collectively covered millions of shares that had been reserved for option exercises, restricted stock, inducement grants and ESPP purchases.

The action is purely administrative and follows the closing of Regulus’ merger with Novartis AG on 25 June 2025, executed under the April 29 2025 Agreement and Plan of Merger. Redwood Merger Sub Inc., a wholly owned Novartis subsidiary, was merged into Regulus, leaving Regulus as a wholly owned subsidiary of Novartis. Because the public listing has effectively terminated, Regulus has ceased all offerings of its common stock and therefore no longer requires the shelf capacity provided by the S-8 statements.

Key points for investors

• This filing does not introduce new securities; instead it removes registration of all unsold shares previously authorized for employee equity programs.
• The deregistration is a routine clean-up step that reflects the company’s transition to private ownership under Novartis and the termination of employee stock plans originally designed for a stand-alone public company.
• No financial metrics, purchase consideration or pro-forma information about the Novartis transaction is provided in this document.

Regulus Therapeutics (NASDAQ:RGLS) announced the completion of its acquisition by Novartis AG through a tender offer and subsequent merger. Novartis acquired RGLS shares for $7.00 in cash per share plus one non-tradeable contingent value right (CVR) worth up to an additional $7.00 per share upon achievement of specified milestones. The tender offer expired on June 24, 2025, with approximately 74.49% of shares validly tendered. Following the tender offer, Merger Sub merged with Regulus on June 25, 2025, making Regulus an indirect wholly-owned subsidiary of Novartis. The deal included provisions for the conversion of stock options, RSUs, and PSUs into cash consideration plus CVRs.

Regulus Therapeutics has filed Form 25-NSE, notifying its voluntary delisting from the Nasdaq Stock Market. The filing, dated June 28, 2025, confirms the removal of the company's Common Stock from listing and registration under Section 12(b) of the Securities Exchange Act of 1934.

Key details:

• Filing processed by Nasdaq AVP Tara Petta on June 25, 2025
• Company headquarters: 4224 Campus Point Court, Suite 210, San Diego, CA 92121
• Commission File Number: 001-35670

This delisting action was executed under 17 CFR 240.12d2-2(c), indicating that Regulus has voluntarily chosen to delist and has complied with all Exchange requirements and SEC regulations governing voluntary withdrawal of securities. This action could significantly impact stock trading and investor access to the company's shares in public markets.