As filed with the Securities and Exchange Commission
on June 25, 2025
Registration No. 333-194293
Registration No. 333-203292
Registration No. 333-231965
Registration No. 333-236026
Registration No. 333-251853
Registration No. 333-271847
Registration No. 333-276287
Registration No. 333-278581
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM S-3
POST-EFFECTIVE AMENDMENT NO. 1 TO REGISTRATION
STATEMENT NO. 333-194293
POST-EFFECTIVE AMENDMENT NO. 6 TO REGISTRATION
STATEMENT NO. 333-203292
POST-EFFECTIVE AMENDMENT NO. 1 TO REGISTRATION
STATEMENT NO. 333-231965
POST-EFFECTIVE AMENDMENT NO. 1 TO REGISTRATION
STATEMENT NO. 333-236026
POST-EFFECTIVE AMENDMENT NO. 1 TO REGISTRATION
STATEMENT NO. 333-251853
POST-EFFECTIVE AMENDMENT NO. 1 TO REGISTRATION
STATEMENT NO. 333-271847
POST-EFFECTIVE AMENDMENT NO. 1 TO REGISTRATION
STATEMENT NO. 333-276287
POST-EFFECTIVE AMENDMENT NO. 1 TO REGISTRATION
STATEMENT NO. 333-278581
UNDER
THE SECURITIES ACT OF 1933
Regulus Therapeutics Inc.
(Exact name of registrant as specified in its
charter)
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| Delaware |
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26-4738379 |
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(State or other jurisdiction of
incorporation or organization) |
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(IRS Employer
Identification Number) |
4224 Campus Point Court, Suite 210
San Diego, CA 92121
858-202-6300
(Address, including zip code, and telephone
number, including area code, of registrant’s principal executive offices)
Jaime Huertas
Secretary
Regulus Therapeutics Inc.
4224 Campus Point Court, Suite 210
San Diego, CA 92121
(858) 202-6300
(Name, address, including zip code, and telephone
number, including area code, of agent for service)
Copies to:
Catherine J. Dargan, Esq.
Michael J. Riella, Esq.
Kerry S. Burke, Esq.
Covington & Burling LLP
One CityCenter
850 Tenth Street, NW
Washington, DC 20001-4956
+1 (202) 662-6000
Approximate date of commencement of proposed sale to the public:
Not applicable. Removal from registration of securities that were not sold pursuant to the above referenced registration statements.
If the only securities being registered on this Form are being
offered pursuant to dividend or interest reinvestment plans, please check the following box: ¨
If any of the securities being registered on this Form are to
be offered on a delayed or continuous basis pursuant to Rule 415 under the Securities Act of 1933, other than securities offered
only in connection with dividend or interest reinvestment plans, check the following box: ¨
If this Form is filed to register additional securities for an
offering pursuant to Rule 462(b) under the Securities Act, please check the following box and list the Securities Act registration
statement number of the earlier effective registration statement for the same offering. ¨
If this Form is a post-effective amendment filed pursuant to Rule 462(c) under
the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration
statement for the same offering. ¨
If this Form is a registration statement pursuant to General Instruction
I.D. or a post-effective amendment thereto that shall become effective upon filing with the Commission pursuant to Rule 462(e) under
the Securities Act, check the following box. ¨
If this Form is a post-effective amendment to a registration statement
filed pursuant to General Instruction I.D. filed to register additional securities or additional classes of securities pursuant to Rule 413(b) under
the Securities Act, check the following box. ¨
Indicate by check mark whether the registrant is a large accelerated
filer, an accelerated filer, a non-accelerated filer, a smaller reporting company or an emerging growth company. See the definitions of
“large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth
company” in Rule 12b-2 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”).
| Large accelerated filer ¨ |
Accelerated
filer ¨ |
| Non-accelerated filer x |
Smaller reporting company x |
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Emerging growth company ¨ |
If an emerging growth company, indicate by check mark if the registrant
has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant
to Section 7(a)(2)(B) of the Securities Act. ¨
DEREGISTRATION OF SECURITIES
This Post-Effective Amendment (this “Post-Effective
Amendment”) relates to each of the following registration statements on Form S-3 (each, a “Registration Statement”
and collectively, the “Registration Statements”) filed with the Securities and Exchange Commission (the “SEC”)
by Regulus Therapeutics Inc., a Delaware corporation (the “Registrant”):
| · | Registration Statement No. 333-194293, filed
with the SEC on March 4, 2014, as amended April 14, 2014; |
| · | Registration Statement No. 333-203292, filed
with the SEC on April 8, 2015, as amended on February 23, 2016, April 26, 2016 and April 29, 2016; |
| · | Registration Statement No. 333-231965, filed with the SEC on June 5, 2019; |
| · | Registration Statement No. 333-236026, filed with the SEC on January 23, 2020; |
| · | Registration Statement No. 333-251853, filed with the SEC on December 31, 2020; |
| · | Registration Statement No. 333-271847, filed with the SEC on May 11, 2023; |
| · | Registration Statement No. 333-276287, filed with the SEC on December 27, 2023; and |
| · | Registration Statement No. 333-278581, filed with the SEC on April 9, 2024. |
The Registrant is filing
this Post-Effective Amendment to the Registration Statements to deregister all securities that remain unsold under the Registration Statements.
On June 25, 2025,
pursuant to the terms of an Agreement and Plan of Merger, dated as of April 29, 2025 (the “Merger Agreement”),
by and among the Registrant, Novartis AG, a company limited by shares (Aktiengesellschafl) incorporated under the laws of Switzerland
(“Parent”), and Redwood Merger Sub Inc., a Delaware corporation and an indirect wholly owned subsidiary of Parent (“Merger
Sub”), Merger Sub merged with and into the Registrant, with the Registrant surviving the merger as a wholly owned subsidiary
of Parent (the “Merger”).
As a result of the Merger,
the Registrant has terminated any and all offerings and sales of its securities pursuant to the Registration Statements. In accordance
with undertakings made by the Registrant in each Registration Statement to remove from registration, by means of a post-effective amendment,
any of the securities registered under the Registration Statements that remain unissued at the termination of the offerings, the Registrant
hereby files this Post-Effective Amendment to deregister all securities registered but unsold or otherwise unissued under each Registration
Statement, if any, as of the date hereof.
The foregoing description
of the Merger, the Merger Agreement and the transactions contemplated thereby does not purport to be complete and is subject to, and qualified
in its entirety by, the Merger Agreement, which is attached as Exhibit 2.1 to the Registrant’s Current Report on Form 8-K
filed with the SEC on April 30, 2025.
SIGNATURES
Pursuant to the requirements of the Securities
Act of 1933, as amended, the Registrant certifies that it has reasonable grounds to believe that it meets all the requirements for filing
on Form S-3 and has duly caused this Post-Effective Amendment to be signed on its behalf by the undersigned, thereunto duly authorized,
in the City of East Hanover, State of New Jersey on June 25, 2025.
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Regulus Therapeutics Inc. |
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/s/ Jaime
Huertas |
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Jaime Huertas |
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Secretary |
No other person is required to sign this Post-Effective
Amendment in reliance upon Rule 478 under the Securities Act of 1933, as amended.
