Regulus Therapeutics Inc. (RGLS): Schedule 13G/A disclosure summarizing Point72 filings. Point72 Asset Management, Point72 Capital Advisors Inc. and Steven A. Cohen report beneficial ownership of 241,157 shares, representing 0.3% of the outstanding common stock on a diluted basis. The filing states these shares include shares issuable upon exercise of warrants and that Point72 entities hold shared voting and dispositive power over 241,157 shares with no sole voting or dispositive power. The ownership percentage is calculated using a total of 69,475,246 shares outstanding, which includes the 241,157 warrant shares.
Positive
None.
Negative
None.
Insights
TL;DR: A small, non-controlling diluted stake (0.3%) disclosed by Point72; no material change to control or capital structure.
The filing reports 241,157 shares (0.3%) beneficially owned by Point72-related entities and Steven A. Cohen, including shares from warrants. Shared voting and dispositive power are reported; sole powers are zero. For investors, this is a routine 13G/A disclosure showing transparency about derivative-linked holdings. The size of the position is below 5% and therefore unlikely to be material to Regulus's governance or market dynamics.
TL;DR: Disclosure indicates shared control over a minor warrant-derived position; no implication of control intent.
The statement includes a certification that the securities were not acquired to change or influence control and identifies the reporting chain (investment manager, general partner, controlling individual). The classification of voting and dispositive powers as shared and the explicit inclusion of warrant-issuable shares align with standard disclosure practice. Given the 0.3% stake, this does not meet thresholds for control concerns under Section 13.
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13G
UNDER THE SECURITIES EXCHANGE ACT OF 1934
(Amendment No. 1)
Regulus Therapeutics Inc.
(Name of Issuer)
Common Stock, par value $0.001 per share
(Title of Class of Securities)
75915K309
(CUSIP Number)
06/30/2025
(Date of Event Which Requires Filing of this Statement)
Check the appropriate box to designate the rule pursuant to which this Schedule is filed:
Rule 13d-1(b)
Rule 13d-1(c)
Rule 13d-1(d)
SCHEDULE 13G
CUSIP No.
75915K309
1
Names of Reporting Persons
Point72 Asset Management, L.P.
2
Check the appropriate box if a member of a Group (see instructions)
(a)
(b)
3
Sec Use Only
4
Citizenship or Place of Organization
DELAWARE
Number of Shares Beneficially Owned by Each Reporting Person With:
5
Sole Voting Power
0.00
6
Shared Voting Power
241,157.00
7
Sole Dispositive Power
0.00
8
Shared Dispositive Power
241,157.00
9
Aggregate Amount Beneficially Owned by Each Reporting Person
241,157.00
10
Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)
11
Percent of class represented by amount in row (9)
0.3 %
12
Type of Reporting Person (See Instructions)
PN
Comment for Type of Reporting Person: Includes 241,157 Shares (as defined in Item 2(a)) issuable upon exercise of warrants.
SCHEDULE 13G
CUSIP No.
75915K309
1
Names of Reporting Persons
Point72 Capital Advisors, Inc.
2
Check the appropriate box if a member of a Group (see instructions)
(a)
(b)
3
Sec Use Only
4
Citizenship or Place of Organization
DELAWARE
Number of Shares Beneficially Owned by Each Reporting Person With:
5
Sole Voting Power
0.00
6
Shared Voting Power
241,157.00
7
Sole Dispositive Power
0.00
8
Shared Dispositive Power
241,157.00
9
Aggregate Amount Beneficially Owned by Each Reporting Person
241,157.00
10
Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)
11
Percent of class represented by amount in row (9)
0.3 %
12
Type of Reporting Person (See Instructions)
CO
Comment for Type of Reporting Person: Includes 241,157 Shares issuable upon exercise of warrants.
SCHEDULE 13G
CUSIP No.
75915K309
1
Names of Reporting Persons
Steven A. Cohen
2
Check the appropriate box if a member of a Group (see instructions)
(a)
(b)
3
Sec Use Only
4
Citizenship or Place of Organization
UNITED STATES
Number of Shares Beneficially Owned by Each Reporting Person With:
5
Sole Voting Power
0.00
6
Shared Voting Power
241,157.00
7
Sole Dispositive Power
0.00
8
Shared Dispositive Power
241,157.00
9
Aggregate Amount Beneficially Owned by Each Reporting Person
241,157.00
10
Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)
11
Percent of class represented by amount in row (9)
0.3 %
12
Type of Reporting Person (See Instructions)
IN
Comment for Type of Reporting Person: Includes 241,157 Shares issuable upon exercise of warrants.
SCHEDULE 13G
Item 1.
(a)
Name of issuer:
Regulus Therapeutics Inc.
(b)
Address of issuer's principal executive offices:
4224 Campus Point Court, Suite 210 San Diego, CA 92121
Item 2.
(a)
Name of person filing:
This statement is filed by: (i) Point72 Asset Management, L.P. ("Point72 Asset Management") with respect to the shares of common stock, par value $0.001 per share ("Shares"), of Regulus Therapeutics Inc. (the "Issuer") underlying the warrants held by an investment fund it manages; (ii) Point72 Capital Advisors, Inc. ("Point72 Capital Advisors Inc.") with respect to Shares underlying the warrants held by an investment fund managed by Point72 Asset Management; and (iii) Steven A. Cohen ("Mr. Cohen") with respect to Shares beneficially owned by Point72 Asset Management and Point72 Capital Advisors Inc.
(b)
Address or principal business office or, if none, residence:
The address of the principal business office of Point72 Asset Management, Point72 Capital Advisors Inc., and Mr. Cohen is 72 Cummings Point Road, Stamford, CT 06902.
(c)
Citizenship:
Point72 Asset Management is a Delaware limited partnership. Point72 Capital Advisors Inc. is a Delaware corporation. Mr. Cohen is a United States citizen.
(d)
Title of class of securities:
Common Stock, par value $0.001 per share
(e)
CUSIP No.:
75915K309
Item 3.
If this statement is filed pursuant to §§ 240.13d-1(b) or 240.13d-2(b) or (c), check whether the person filing is a:
(a)
Broker or dealer registered under section 15 of the Act (15 U.S.C. 78o);
(b)
Bank as defined in section 3(a)(6) of the Act (15 U.S.C. 78c);
(c)
Insurance company as defined in section 3(a)(19) of the Act (15 U.S.C. 78c);
(d)
Investment company registered under section 8 of the Investment Company Act of 1940 (15 U.S.C. 80a-8);
(e)
An investment adviser in accordance with § 240.13d-1(b)(1)(ii)(E);
(f)
An employee benefit plan or endowment fund in accordance with § 240.13d-1(b)(1)(ii)(F);
(g)
A parent holding company or control person in accordance with § 240.13d-1(b)(1)(ii)(G);
(h)
A savings associations as defined in Section 3(b) of the Federal Deposit Insurance Act (12 U.S.C. 1813);
(i)
A church plan that is excluded from the definition of an investment company under section 3(c)(14) of the Investment Company Act of 1940 (15 U.S.C. 80a-3);
(j)
A non-U.S. institution in accordance with § 240.13d-1(b)(1)(ii)(J). If filing as a non-U.S. institution in accordance with § 240.13d-1(b)(1)(ii)(J),
please specify the type of institution:
(k)
Group, in accordance with Rule 240.13d-1(b)(1)(ii)(K).
Item 4.
Ownership
(a)
Amount beneficially owned:
The information required by Item 4(a) is set forth in Row 9 of the cover page for each of the Reporting Persons and is incorporated herein by reference. Such information is as of the close of business on June 30, 2025.
Point72 Asset Management, Point72 Capital Advisors Inc., and Mr. Cohen own directly no Shares. Pursuant to an investment management agreement, Point72 Asset Management maintains investment and voting power with respect to the securities held by an investment fund it manages. Point72 Capital Advisors Inc. is the general partner of Point72 Asset Management. Mr. Cohen controls each of Point72 Asset Management and Point72 Capital Advisors Inc. The filing of this statement should not be construed as an admission that any of the foregoing persons or any Reporting Person is, for the purposes of Section 13 of the Securities Exchange Act of 1934, the beneficial owner of the Shares reported herein.
The aggregate percentage of Shares reported to be beneficially owned by each Reporting Person as of June 30, 2025, is based on 69,475,246 Shares outstanding, which is the sum of: (i) 69,234,089 Shares outstanding as of May 2, 2025, as reported in the Issuer's Quarterly Report on Form 10-Q for the quarterly period ended March 31, 2025, filed with the Securities and Exchange Commission on May 8, 2025; and (ii) 241,157 Shares issuable upon exercise of the warrants reported herein.
(b)
Percent of class:
0.3%
(c)
Number of shares as to which the person has:
(i) Sole power to vote or to direct the vote:
The information required by Item 4(c)(i) is set forth in Row 5 of the cover page for each of the Reporting Persons and is incorporated herein by reference. Such information is as of the close of business on June 30, 2025.
(ii) Shared power to vote or to direct the vote:
The information required by Item 4(c)(ii) is set forth in Row 6 of the cover page for each of the Reporting Persons and is incorporated herein by reference. Such information is as of the close of business on June 30, 2025.
(iii) Sole power to dispose or to direct the disposition of:
The information required by Item 4(c)(iii) is set forth in Row 7 of the cover page for each of the Reporting Persons and is incorporated herein by reference. Such information is as of the close of business on June 30, 2025.
(iv) Shared power to dispose or to direct the disposition of:
The information required by Item 4(c)(iv) is set forth in Row 8 of the cover page for each of the Reporting Persons and is incorporated herein by reference. Such information is as of the close of business on June 30, 2025.
Item 5.
Ownership of 5 Percent or Less of a Class.
Ownership of 5 percent or less of a class
Item 6.
Ownership of more than 5 Percent on Behalf of Another Person.
If any other person is known to have the right to receive or the power to direct the receipt of dividends from, or the proceeds from the sale of, such securities, a statement to that effect should be included in response to this item and, if such interest relates to more than 5 percent of the class, such person should be identified. A listing of the shareholders of an investment company registered under the Investment Company Act of 1940 or the beneficiaries of employee benefit plan, pension fund or endowment fund is not required.
See Item 2(a).
Item 7.
Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on by the Parent Holding Company or Control Person.
Not Applicable
Item 8.
Identification and Classification of Members of the Group.
Not Applicable
Item 9.
Notice of Dissolution of Group.
Not Applicable
Item 10.
Certifications:
By signing below I certify that, to the best of my knowledge and belief, the securities referred to above were not acquired and are not held for the purpose of or with the effect of changing or influencing the control of the issuer of the securities and were not acquired and are not held in connection with or as a participant in any transaction having that purpose or effect, other than activities solely in connection with a nomination under ?? 240.14a-11.
SIGNATURE
After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.
How many Regulus Therapeutics (RGLS) shares do Point72 entities report owning?
The filing states Point72 Asset Management, Point72 Capital Advisors Inc., and Steven A. Cohen beneficially own 241,157 shares (including shares issuable upon exercise of warrants).
What percentage of RGLS does the 241,157-share position represent?
The position represents 0.3% of the outstanding common stock, calculated using 69,475,246 shares outstanding on a diluted basis.
Does the filing indicate sole voting or dispositive power over the shares?
No. The filing reports 0 sole voting power and 0 sole dispositive power, and 241,157 shared voting and shared dispositive power for the reporting persons.
Are the reported shares already outstanding or issuable upon exercise?
The filing explicitly states the 241,157 shares include shares issuable upon exercise of warrants.
Does the filing claim the position was acquired to influence control of RGLS?
No. The certification states the securities were not acquired and are not held for the purpose of changing or influencing control of the issuer.
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