As filed with the Securities and Exchange Commission
on June 25, 2025
Registration Statement No. 333-184324
Registration Statement No. 333-188606
Registration Statement No. 333-194294
Registration Statement No. 333-201988
Registration Statement No. 333-206511
Registration Statement No. 333-209654
Registration Statement No. 333-215793
Registration Statement No. 333-222434
Registration Statement No. 333-229514
Registration Statement No. 333-233414
Registration Statement No. 333-236020
Registration Statement No. 333-252733
Registration Statement No. 333-261402
Registration Statement No. 333-262112
Registration Statement No. 333-266800
Registration Statement No. 333-269184
Registration Statement No. 333-273027
Registration Statement No. 333-276484
Registration Statement No. 333-279542
Registration Statement No. 333-284604
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
Form S-8
POST-EFFECTIVE AMENDMENT NO. 1 TO FORM S-8
REGISTATION STATEMENT (REGISTRATION NO. 333-184324)
POST-EFFECTIVE AMENDMENT NO. 1 TO FORM S-8
REGISTATION STATEMENT (REGISTRATION NO. 333-188606)
POST-EFFECTIVE AMENDMENT NO. 1 TO FORM S-8
REGISTATION STATEMENT (REGISTRATION NO. 333-194294)
POST-EFFECTIVE AMENDMENT NO. 1 TO FORM S-8
REGISTATION STATEMENT (REGISTRATION NO. 333-201988)
POST-EFFECTIVE AMENDMENT NO. 1 TO FORM S-8
REGISTATION STATEMENT (REGISTRATION NO. 333-206511)
POST-EFFECTIVE AMENDMENT NO. 1 TO FORM S-8
REGISTATION STATEMENT (REGISTRATION NO. 333-209654)
POST-EFFECTIVE AMENDMENT NO. 1 TO FORM S-8
REGISTATION STATEMENT (REGISTRATION NO. 333-215793)
POST-EFFECTIVE AMENDMENT NO. 1 TO FORM S-8
REGISTATION STATEMENT (REGISTRATION NO. 333-222434)
POST-EFFECTIVE AMENDMENT NO. 1 TO FORM S-8
REGISTATION STATEMENT (REGISTRATION NO. 333-229514)
POST-EFFECTIVE AMENDMENT NO. 1 TO FORM S-8
REGISTATION STATEMENT (REGISTRATION NO. 333-233414)
POST-EFFECTIVE AMENDMENT NO. 1 TO FORM S-8
REGISTATION STATEMENT (REGISTRATION NO. 333-236020)
POST-EFFECTIVE AMENDMENT NO. 1 TO FORM S-8
REGISTATION STATEMENT (REGISTRATION NO. 333-252733)
POST-EFFECTIVE AMENDMENT NO. 1 TO FORM S-8
REGISTATION STATEMENT (REGISTRATION NO. 333-261402)
POST-EFFECTIVE AMENDMENT NO. 1 TO FORM S-8
REGISTATION STATEMENT (REGISTRATION NO. 333-262112)
POST-EFFECTIVE AMENDMENT NO. 1 TO FORM S-8
REGISTATION STATEMENT (REGISTRATION NO. 333-266800)
POST-EFFECTIVE AMENDMENT NO. 1 TO FORM S-8
REGISTATION STATEMENT (REGISTRATION NO. 333-269184)
POST-EFFECTIVE AMENDMENT NO. 1 TO FORM S-8
REGISTATION STATEMENT (REGISTRATION NO. 333-273027)
POST-EFFECTIVE AMENDMENT NO. 1 TO FORM S-8
REGISTATION STATEMENT (REGISTRATION NO. 333-276484)
POST-EFFECTIVE AMENDMENT NO. 1 TO FORM S-8
REGISTATION STATEMENT (REGISTRATION NO. 333-279542)
POST-EFFECTIVE AMENDMENT NO. 1 TO FORM S-8
REGISTATION STATEMENT (REGISTRATION NO. 333-284604)
UNDER THE SECURITIES ACT OF 1933
Regulus Therapeutics Inc.
(Exact name of registrant as specified in its
charter)
| Delaware |
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26-4738379 |
(State or other jurisdiction of
incorporation or organization) |
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(I.R.S. Employer
Identification No.) |
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4224 Campus Point Court, Suite 210
San Diego, CA |
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92121 |
| (Address of Principal Executive Offices) |
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(Zip Code) |
REGULUS THERAPEUTICS INC. 2009 EQUITY INCENTIVE
PLAN
REGULUS THERAPEUTICS INC. 2012 EQUITY INCENTIVE
PLAN
REGULUS THERAPEUTICS INC. 2012 EMPLOYEE STOCK
PURCHASE PLAN
REGULUS THERAPEUTICS INC. INDUCEMENT PLAN
REGULUS THERAPEUTICS INC. 2019 EQUITY INCENTIVE
PLAN
REGULUS THERAPEUTICS INC. 2021 INDUCEMENT PLAN
REGULUS THERAPEUTICS INC. 2022 EMPLOYEE STOCK
PURCHASE PLAN
(Full title of the plans)
Jaime Huertas
Secretary
Regulus Therapeutics Inc.
4224 Campus Point Court, Suite 210
San Diego, CA
(Name and address of agent for service)
(858) 202-6300
(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
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 Exchange Act.
| Large
accelerated filer |
¨ |
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Accelerated
filer |
¨ |
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| Non-accelerated
filer |
x |
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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
No. 1 (this “Post-Effective Amendment”) relates to each of the following Registration Statements on Form S-8
(each, a “Registration Statement” and collectively, the “Registration Statements”) previously filed
with the Securities and Exchange Commission (the “SEC”) by Regulus Therapeutics Inc., a Delaware corporation (the “Registrant”),
to deregister any and all shares of the Registrant’s common stock, par value $0.001 per share (the “Common Stock”),
registered but unsold or otherwise unissued under each such Registration Statement as of the date hereof:
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Registration Statement on Form S-8 (Registration No. 333-184324), filed with the SEC on October 5, 2012, registering the offer and sale of (i) 3,398,638* shares of Common Stock, subject to outstanding options under the Registrant’s 2009 Equity Incentive Plan (the “2009 Plan”), (ii) 5,630,419* shares of Common Stock reserved for issuance under the Registrant’s 2012 Equity Incentive Plan (the “2012 Plan”), and (iii) 150,000* shares of Common Stock reserved for issuance under the Registrant’s 2012 Employee Stock Purchase Plan (the “2012 ESPP”); |
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Registration Statement on Form S-8 (Registration No. 333-188606), filed with the SEC on May 15, 2013, registering the offer and sale of (i) 1,433,272* shares of Common Stock reserved for issuance under the 2012 Plan, and (ii) 358,318* shares of Common Stock reserved for issuance under the 2012 ESPP; |
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Registration Statement on Form S-8 (Registration No. 333-194294), filed with the SEC on March 4, 2014, registering the offer and sale (i) 1,671,493* shares of Common Stock reserved for issuance under the 2012 Plan, and (ii) 417,873* shares of Common Stock reserved for issuance under the 2012 ESPP; |
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Registration Statement on Form S-8 (Registration No. 333-201988), filed with the SEC on February 9, 2015, registering the offer and sale of (i) 1,957,781* shares of Common Stock reserved for issuance under the 2012 Plan, and (ii) 489,445* shares of Common Stock reserved for issuance under the 2012 ESPP; |
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Registration Statement on Form S-8 (Registration No. 333-206511), filed with the SEC on August 21, 2015, registering the offer and sale of 1,000,000* shares of Common Stock reserved for issuance under the Registrant’s Inducement Plan (the “Inducement Plan”); |
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Registration Statement on Form S-8 (Registration No. 333-209654), filed with the SEC on February 23, 2016, registering the offer and sale of (i) 2,106,770* shares of Common Stock reserved for issuance under the 2012 Plan, and (ii) 500,000* shares of Common Stock reserved for issuance under the 2012 ESPP; |
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Registration Statement on Form S-8 (Registration No. 333-215793), filed with the SEC on January 27, 2017, registering the offer and sale of (i) 2,116,992* shares of Common Stock reserved for issuance under the 2012 Plan, and (ii) 500,000* shares of Common Stock reserved for issuance under the 2012 ESPP; |
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Registration Statement on Form S-8 (Registration No. 333-222434), filed with the SEC on January 5, 2018, registering the offer and sale of (i) 4,158,205* shares of Common Stock reserved for issuance under the 2012 Plan, and (ii) 500,000* shares of Common Stock reserved for issuance under the 2012 ESPP; |
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Registration Statement on Form S-8 (Registration No. 333-229514), filed with the SEC on February 5, 2019, registering the offer and sale of (i) 352,720* shares of Common Stock reserved for issuance under the 2012 Plan, and (ii) 41,666* shares of Common Stock reserved for issuance under the 2012 ESPP; |
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Registration Statement on Form S-8 (Registration No. 333-233414), filed with the SEC on August 22, 2019, registering the offer and sale of 3,881,477* shares of Common Stock reserved for issuance under the Registrant’s 2019 Equity Incentive Plan (the “2019 Plan”); |
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Registration Statement on Form S-8 (Registration No. 333-236020), filed with the SEC on January 22, 2020, registering the offer and sale of 4,166,860* shares of Common Stock reserved for issuance under the 2019 Plan; |
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Registration Statement on Form S-8 (Registration No. 333-252733), filed with the SEC on February 4, 2021, registering the offer and sale of (i) 3,371,635* shares of Common Stock reserved for issuance under the 2019 Plan, and (ii) 83,332* shares of Common Stock reserved for issuance under the 2012 ESPP; |
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Registration Statement on Form S-8 (Registration No. 333-261402), filed with the SEC on November 29, 2021, registering the offer and sale of 2,000,000* shares of Common Stock reserved for issuance under the Registrant’s 2021 Inducement Plan; |
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Registration Statement on Form S-8 (Registration No. 333-262112), filed with the SEC on January 12, 2022, registering the offer and sale of (i) 7,298,559* shares of Common Stock reserved for issuance under the 2019 Plan, and (ii) 41,666* shares of Common Stock reserved for issuance under the 2012 ESPP; |
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Registration Statement on Form S-8 (Registration No. 333-266800), filed with the SEC on August 11, 2022, registering the offer and sale of 129,107 shares of Common Stock reserved for issuance under the Registrant’s 2022 Employee Stock Purchase Plan (the “2022 ESPP”); |
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Registration Statement on Form S-8 (Registration No. 333-269184), filed with the SEC on January 11, 2023, registering the offer and sale of (i) 842,013 shares of Common Stock reserved for issuance under the 2019 Plan, (ii) 50,000 shares of Common Stock reserved for issuance under the 2022 ESPP, and (iii) 340,000 shares of Common Stock reserved for issuance under the 2021 Inducement Plan; |
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Registration Statement on Form S-8 (Registration No. 333-273027), filed with the SEC on June 29, 2023, registering the offer and sale of 5,000,000 shares of Common Stock reserved for issuance under the 2019 Plan; |
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Registration Statement on Form S-8 (Registration No. 333-276484), filed with the SEC on January 12, 2024, registering the offer and sale of (i) 1,011,133 shares of Common Stock reserved for issuance under the 2019 Plan, (ii) 50,000 shares of Common Stock reserved for issuance under the 2022 ESPP, and (iii) 490,000 shares of Common Stock reserved for issuance under the 2021 Inducement Plan; |
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Registration Statement on Form S-8 (Registration No. 333-279542), filed with the SEC on May 20, 2024, registering the offer and sale of 9,500,000 shares of Common Stock reserved for issuance under the 2019 Plan; and |
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Registration Statement on Form S-8 (Registration No. 333-284604), filed with the SEC on January 30, 2025, registering the offer and sale of (i) 5,127,314 shares of Common Stock reserved for issuance under the 2019 Plan, and (ii) 50,000 shares of Common Stock reserved for issuance under the 2022 ESPP. |
* Represents
the number of shares registered prior to giving effect to (i) the 1-for-12 reverse stock split effected on October 3,
2018 and (ii) the 1-for-10 reverse stock split effected on June 28, 2022, as applicable.
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 a 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 an undertaking 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 the 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-8 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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By: |
/s/ Jaime Huertas |
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Name: |
Jaime Huertas |
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Title: |
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.
