RGLS Files S-8 POS to Pull Equity Plans Post-Novartis Acquisition

Rhea-AI Filing Summary

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.

Positive

• Merger completion with Novartis AG confirmed, providing final clarity on the acquisition outcome.
• Deregistration removes all remaining share issuance authorizations, eliminating future dilution risk and simplifying capital structure.

Negative

• Company is no longer publicly traded; legacy investors cannot participate in Regulus’ standalone upside going forward.
• No financial details of merger consideration disclosed in this filing, limiting immediate insight into transaction value for reference.

Insights

Corporate Governance Expert

TL;DR – Administrative clean-up after Novartis buyout; no open-market impact.

This S-8 POS is a routine deregistration. Once the merger closed, Regulus no longer needed shelf capacity for employee stock plans. By formally pulling ~40 separate equity authorizations, the new parent removes future dilution risk, tidies up SEC records and avoids lingering compliance costs. The document also serves as public confirmation that the merger closed on 25 June 2025 and that Regulus now operates privately inside Novartis. For legacy investors the economic event already occurred at closing; therefore the filing is neutral from a valuation standpoint.

Portfolio Manager

TL;DR – Filing confirms deal close; shares already cashed out.

The amendment carries no trading consequence: RGLS equity has been converted to the agreed cash/stock consideration

 

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	 	26-4738379
(State or other jurisdiction of incorporation or organization)	 	(I.R.S. Employer Identification No.)
 	 	 
  4224 Campus Point Court, Suite 210 San Diego, CA	 	92121
(Address of Principal Executive Offices)	 	(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	¨	 	Accelerated filer	¨
 	 	 	 	 
Non-accelerated filer	x	 	Smaller reporting company	x
 	 	 	 	 
 	 	 	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:

 

 	·	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”);
 	 	 
 	·	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;
 	 	 
 	·	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;
 	 	 
 	·	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;
 	 	 
 	·	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”);
 	 	 
 	·	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;
 	 	 
 	·	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;
 	 	 
 	·	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;
 	 	 
 	·	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;
 	 	 
 	·	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”);
 	 	 
 	·	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;

 

 

 

 	·	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;
 	 	 
 	·	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;
 	 	 
 	·	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;
 	 	 
 	·	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”);
 	 	 
 	·	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;
 	 	 
 	·	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;
 	 	 
 	·	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;
 	 	 
 	·	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
 	 	 
 	·	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.

 

 	Regulus Therapeutics Inc.
 	 	 
 	By:	/s/ Jaime Huertas
 	 	Name:	Jaime Huertas
 	 	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.

 

 

FAQ

Why did Regulus Therapeutics (RGLS) file a Post-Effective Amendment on Form S-8?

To deregister all unsold shares from its equity incentive and ESPP plans following its June 25 2025 merger with Novartis.

Does the filing impact current RGLS shareholders?

No. Public shareholders have already received the merger consideration; RGLS shares are no longer publicly traded.

How many share authorizations are being withdrawn?

The amendment covers 19 prior S-8 registration statements spanning 2009–2025; exact unsold share counts are not specified post-split.

What happens to Regulus’ equity incentive plans after the merger?

All legacy plans are effectively terminated for public issuance; any future grants would occur under Novartis’ private subsidiary structure.

Is there any new financial information about the Novartis merger in this filing?

No. The amendment only confirms closing; transaction price and terms are not reiterated in the document.