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.
Novartis AG, through its wholly-owned subsidiary Redwood Merger Sub Inc., has filed Amendment No. 2 to its Schedule TO for the pending acquisition of Regulus Therapeutics Inc. (NASDAQ: RGLS). The tender offer terms remain unchanged at $7.00 in cash per share plus one contingent value right (CVR) that could deliver an additional $7.00 in cash upon achievement of a specified milestone.
The key update disclosed in this amendment is regulatory: the waiting period under the Hart-Scott-Rodino (HSR) Act expired on 20 June 2025 at 11:59 p.m. ET. With U.S. antitrust clearance now obtained, one of the principal conditions to closing has been satisfied. The offer, launched on 27 May 2025, remains subject to the other conditions detailed in the Offer to Purchase, including the minimum tender condition and customary closing requirements.
Item 12 adds Exhibit (a)(5)(E), a press release issued by Novartis on 23 June 2025 announcing the HSR status. No other economic terms, timelines, or financial metrics have been modified. Signatures from Novartis representatives and Redwood Merger Sub certify the accuracy of the filing.
- Transaction structure: all-cash tender offer followed by a merger; CVR provides additional upside.
- Regulatory status: HSR clearance achieved; remaining approvals not specified as material hurdles in this amendment.
- Next steps: shareholders may continue to tender shares; completion depends on remaining conditions outlined in Section 15 “Conditions to the Offer.”