M&A - Regulus Therapeutics Inc.

Form Type: 8-K

Filing Date: 2025-06-25

Corporate Action: Acquisition

Type: New

Accession Number: 000110465925062408

Filing Summary: On June 25, 2025, Regulus Therapeutics Inc. completed its acquisition by Novartis AG through a merger agreement initiated on April 29, 2025. The acquisition involved a tender offer that expired on June 24, 2025, where approximately 74.49% of the outstanding shares were validly tendered. As part of the acquisition process, validly tendered shares were accepted for payment, and the merger allowed Merger Sub to merge into the Company without a vote from stockholders. Consequently, all outstanding shares were converted to cash and contingent value rights. Furthermore, all options, restricted stock units, and warrants were canceled or converted according to their types under the terms of the merger agreement. Key management and directors were replaced as part of the change in control, marking a substantial corporate transition for Regulus Therapeutics.

Form Type: POS AM

Filing Date: 2025-06-25

Corporate Action: Merger

Type: New

Accession Number: 000110465925062435

Filing Summary: On June 25, 2025, Regulus Therapeutics Inc. filed a Post-Effective Amendment under registration statement Nos. 333-194293, 333-203292, 333-231965, 333-236026, 333-251853, 333-271847, 333-276287, and 333-278581 to deregister all securities that remain unsold. This action follows a merger, effective on the same date, in accordance with an Agreement and Plan of Merger dated April 29, 2025. Under this agreement, Novartis AG acquired Regulus Therapeutics Inc. through its subsidiary, Redwood Merger Sub Inc., which merged with Regulus, resulting in Regulus becoming a wholly owned subsidiary of Novartis AG. Consequently, Regulus has terminated any offerings and sales of its securities as per the referenced registration statements. The filing includes the requirement to remove from registration any unsold or unissued securities as of the date of this amendment.

Form Type: POS AM

Filing Date: 2025-06-25

Corporate Action: Merger

Type: Update

Accession Number: 000110465925062436

Filing Summary: On June 25, 2025, Regulus Therapeutics Inc. completed a merger with Novartis AG and its wholly owned subsidiary Redwood Merger Sub Inc. Under the terms of the Agreement and Plan of Merger, the Merger Sub merged with and into Regulus Therapeutics, which will now operate as a wholly owned subsidiary of Novartis. Consequently, Regulus has terminated all offerings and sales of its securities that were registered under previously filed registration statements. This Post-Effective Amendment is filed to deregister all unsold securities registered under these statements as a result of the merger. The details of the merger are subject to the terms outlined in the Merger Agreement, which is referenced in the filing.

Form Type: POS AM

Filing Date: 2025-06-25

Corporate Action: Merger

Type: Update

Accession Number: 000110465925062437

Filing Summary: On June 25, 2025, Regulus Therapeutics Inc. completed a merger with Novartis AG and its subsidiary Redwood Merger Sub Inc. as detailed in the 'Merger Agreement' dated April 29, 2025. Following this merger, Regulus became a wholly owned subsidiary of Novartis. Consequently, Regulus terminated all offerings and sales of securities pursuant to several registration statements, effectively deregistering any unsold or unissued securities related to these filings. The document serves as a post-effective amendment to deregister these securities in compliance with the Securities Act of 1933.

Form Type: POS AM

Filing Date: 2025-06-25

Corporate Action: Merger

Type: Update

Accession Number: 000110465925062438

Filing Summary: On June 25, 2025, Regulus Therapeutics Inc. filed a Post-Effective Amendment to deregister all unsold securities under several previous registration statements. This amendment follows a Merger Agreement dated April 29, 2025, through which Novartis AG, along with its subsidiary Redwood Merger Sub Inc., merged with Regulus Therapeutics Inc. As a consequence of the merger, Regulus became a wholly owned subsidiary of Novartis. The filing serves to remove registration of any securities not sold under the previous registration statements due to the termination of offerings related to the merger.

Form Type: POS AM

Filing Date: 2025-06-25

Corporate Action: Merger

Type: Update

Accession Number: 000110465925062439

Filing Summary: On June 25, 2025, Regulus Therapeutics Inc. filed a Post-Effective Amendment to the previously filed Registration Statements to deregister all securities that remain unsold. This filing is related to a merger where, per the terms of the Agreement and Plan of Merger dated April 29, 2025, Novartis AG merged with the Registrant, resulting in Regulus Therapeutics Inc. becoming a wholly owned subsidiary of Novartis AG. The amendment serves to formally remove all unsold securities from the registration due to the termination of prior offerings in connection with this merger.

Form Type: POS AM

Filing Date: 2025-06-25

Corporate Action: Merger

Type: Update

Accession Number: 000110465925062440

Filing Summary: On June 25, 2025, Regulus Therapeutics Inc. filed a Post-Effective Amendment to deregister all securities that remain unsold under several previously filed registration statements. The amendment follows a merger in which Regulus Therapeutics merged with Redwood Merger Sub Inc., an indirect subsidiary of Novartis AG, under the terms of a Merger Agreement dated April 29, 2025. As a result of the merger, Regulus became a wholly owned subsidiary of Novartis AG, leading to the termination of all offerings and sales of its securities under the registration statements. This filing is made to comply with the requirement to remove unsold securities from registration. Details of the merger are referenced with the Merger Agreement attached as an exhibit in a previous filing.

Form Type: POS AM

Filing Date: 2025-06-25

Corporate Action: Merger

Type: Update

Accession Number: 000110465925062441

Filing Summary: On June 25, 2025, Regulus Therapeutics Inc. announced a merger with Novartis AG and its wholly owned subsidiary, Redwood Merger Sub Inc. According to the terms of the Agreement and Plan of Merger dated April 29, 2025, Merger Sub merged with and into Regulus Therapeutics Inc., with the latter surviving as a wholly owned subsidiary of Novartis AG. As a result of this merger, Regulus has terminated all offerings and sales of its securities under various registration statements filed with the SEC. The company is filing a Post-Effective Amendment to deregister all unsold securities under these registration statements, as required by the terms of the merger agreement.

Form Type: POS AM

Filing Date: 2025-06-25

Corporate Action: Merger

Type: Update

Accession Number: 000110465925062442

Filing Summary: On June 25, 2025, Regulus Therapeutics Inc. merged with Novartis AG's subsidiary, Redwood Merger Sub Inc., resulting in Regulus surviving as a wholly owned subsidiary of Novartis AG. This Post-Effective Amendment serves to deregister all securities that remain unsold under previous registration statements associated with Regulus Therapeutics. The amendment is in accordance with the agreements made in the Registration Statements, which mandate the removal of unsold securities following the termination of offerings. The specifics of the merger and related transactions are clarified in the Merger Agreement dated April 29, 2025, which is referenced and attached in its current Form 8-K from April 30, 2025.

Form Type: S-8 POS

Filing Date: 2025-06-25

Corporate Action: Merger

Type: Update

Accession Number: 000110465925062409

Filing Summary: On June 25, 2025, Regulus Therapeutics Inc. underwent a merger with Novartis AG, resulting in the Registrant becoming a wholly owned subsidiary of the Parent company. This Post-Effective Amendment is filed to deregister all previously registered but unsold or unissued shares as part of the termination of offerings pursuant to the Registration Statements. The document outlines various Registration Statements filed for equity plans, detailing the shares registered prior to reverse stock splits that occurred on October 3, 2018, and June 28, 2022. The Merger Agreement dated April 29, 2025, provides further context for these transactions, ultimately certifying that the Registrant has met all requirements for filing the Form S-8.

Form Type: S-8 POS

Filing Date: 2025-06-25

Corporate Action: Merger

Type: Update

Accession Number: 000110465925062410

Filing Summary: On June 25, 2025, Regulus Therapeutics Inc. filed a Post-Effective Amendment to deregister all registered but unsold securities as a result of a merger. The company merged with Novartis AG and its wholly owned subsidiary, Redwood Merger Sub Inc., under the terms of a Merger Agreement dated April 29, 2025. Following the merger, Regulus became a wholly owned subsidiary of Novartis AG and has terminated all offerings and sales of its securities pursuant to prior Registration Statements. As part of the amendment, the company certifies that it meets the requirements for filing on Form S-8 and has authorized the update to deregister the securities as outlined in the filings.

Form Type: S-8 POS

Filing Date: 2025-06-25

Corporate Action: Merger

Type: Update

Accession Number: 000110465925062411

Filing Summary: On June 25, 2025, Regulus Therapeutics Inc. filed a Post-Effective Amendment to deregister all securities registered but unsold or unissued under multiple previously filed Registration Statements on Form S-8. This deregistration is part of a broader change following a merger where Regulus Therapeutics merged with Novartis AG, resulting in Regulus becoming a wholly owned subsidiary of Novartis. The filings include the registration details of registrations dating back to 2012, encompassing various equity incentive plans and employee stock purchase plans. The amendment notes that upon the completion of the merger, any offerings and sales of Regulus's securities under these Registration Statements have been terminated, necessitating the deregistration of the unissued securities. The legal implications of this merger are linked to the Agreement and Plan of Merger dated April 29, 2025. Details of this merger are subject to the complete terms outlined in the merger agreement, referenced as Exhibit 2.1 in another document filed with the SEC.

Form Type: S-8 POS

Filing Date: 2025-06-25

Corporate Action: Merger

Type: Update

Accession Number: 000110465925062413

Filing Summary: On June 25, 2025, Regulus Therapeutics Inc. finalized a merger with Novartis AG and Redwood Merger Sub Inc., resulting in Regulus becoming a wholly owned subsidiary of Novartis. This merger was executed under the terms outlined in a Merger Agreement dated April 29, 2025. Consequently, Regulus has terminated all offerings and sales of its securities under its previous Registration Statements. To comply with regulations, the company filed a Post-Effective Amendment to deregister any unissued shares of its common stock that were previously registered but remain unsold. This amendment reflects the aftermath of the merger and the cancellation of securities registration associated with it, as required by the agreement made in the Registration Statements that necessitates removal of unissued securities at the termination of the offerings.

Form Type: S-8 POS

Filing Date: 2025-06-25

Corporate Action: Merger

Type: Update

Accession Number: 000110465925062414

Filing Summary: On June 25, 2025, Regulus Therapeutics Inc. completed a merger with Novartis AG, resulting in Regulus becoming a wholly owned subsidiary of Novartis. This Post-Effective Amendment to Form S-8 is filed to deregister any unissued shares of Regulus’s common stock under several previous Registration Statements. The termination of the offers under these Registration Statements is in line with the merger agreement dated April 29, 2025, which outlines the merger process between Regulus Therapeutics Inc. and Novartis.

Form Type: S-8 POS

Filing Date: 2025-06-25

Corporate Action: Merger

Type: Update

Accession Number: 000110465925062415

Filing Summary: On June 25, 2025, Regulus Therapeutics Inc. filed a Post-Effective Amendment No. 1 to multiple existing Registration Statements on Form S-8. This follows a Merger Agreement dated April 29, 2025, under which Novartis AG acquired Regulus, merging its wholly-owned subsidiary Redwood Merger Sub Inc. into Regulus, resulting in Regulus surviving as a wholly owned subsidiary of Novartis. Consequently, the Registrant has terminated all offerings and sales of its securities under the previous Registration Statements, deregistering all common stock that remains unissued as of that date. The details of the Merger are subject to the attached Merger Agreement, referenced as Exhibit 2.1 in a previously filed Form 8-K on April 30, 2025.

Form Type: S-8 POS

Filing Date: 2025-06-25

Corporate Action: Merger

Type: Update

Accession Number: 000110465925062416

Filing Summary: On June 25, 2025, Regulus Therapeutics Inc. underwent a merger with Novartis AG, with Redwood Merger Sub Inc. merging into Regulus, which became a wholly owned subsidiary of Novartis. This Post-Effective Amendment serves to deregister all shares registered but unsold or unissued under previously filed Registration Statements due to the termination of the offerings as a result of the merger. The amendment includes a list of various Registration Statements associated with equity incentive plans and confirms that the securities previously registered are now to be removed from registration.

Form Type: S-8 POS

Filing Date: 2025-06-25

Corporate Action: Merger

Type: Update

Accession Number: 000110465925062417

Filing Summary: On June 25, 2025, Regulus Therapeutics Inc. completed a merger with Novartis AG, with its wholly owned subsidiary Redwood Merger Sub Inc. The merger resulted in Regulus Therapeutics being a wholly owned subsidiary of Novartis AG. In compliance with SEC regulations and prior commitments under existing Registration Statements, Regulus has filed a Post-Effective Amendment to deregister all unsold or unissued shares under multiple past registration statements associated with various equity incentive plans and employee stock purchase plans. This Amendment directly relates to stock offerings which are no longer valid due to the merger event. The detailed descriptions of the SEC filings and the historical context of shares registered are included, outlining specific registration numbers and corresponding share counts of previously enrolled equity incentive plans. Any remaining securities from these plans are hereby deregistered based on the occurrences active as of the merger date.

Form Type: S-8 POS

Filing Date: 2025-06-25

Corporate Action: Merger

Type: Update

Accession Number: 000110465925062418

Filing Summary: On June 25, 2025, Regulus Therapeutics Inc. completed a merger with Novartis AG and Redwood Merger Sub Inc., resulting in Regulus becoming a wholly owned subsidiary of Novartis. This Post-Effective Amendment deregisters all securities previously offered under multiple Registration Statements as the merger has resulted in the termination of all offerings and sales of its securities. The document summarizes the historical context of various registration statements related to Regulus’ equity incentive and employee stock purchase plans, and details changes resulting from the merger, including the termination of unissued securities as required by prior agreements.

Form Type: S-8 POS

Filing Date: 2025-06-25

Corporate Action: Merger

Type: Update

Accession Number: 000110465925062419

Filing Summary: On June 25, 2025, Regulus Therapeutics Inc. completed a merger with Novartis AG and its subsidiary Redwood Merger Sub Inc., resulting in Regulus Therapeutics Inc. becoming a wholly owned subsidiary of Novartis AG. This merger led to the termination of all offerings and sales of securities pursuant to the previously filed Registration Statements. Consequently, Regulus Therapeutics Inc. has deregistered any and all shares of its common stock that were registered but unsold or unissued under the applicable Registration Statements as of the date of this filing. The merger was executed in accordance with the terms outlined in an Agreement and Plan of Merger dated April 29, 2025. The document details the deregistration of several shares across multiple Registration Statements filed previously with the Securities and Exchange Commission, which include various equity incentive plans. This Post-Effective Amendment serves as a formal notice regarding the cancellation of registrations tied to unissued securities as a result of the merger process.

Form Type: S-8 POS

Filing Date: 2025-06-25

Corporate Action: Merger

Type: Update

Accession Number: 000110465925062420

Filing Summary: On June 25, 2025, Regulus Therapeutics Inc. underwent a merger with Novartis AG, with Redwood Merger Sub Inc. as the merging entity. This merger resulted in Regulus becoming a wholly owned subsidiary of Novartis. Following the merger, Regulus has terminated all offerings and sales of its securities associated with prior Registration Statements. The Post-Effective Amendment is filed to deregister all shares of common stock that have been registered but remain unissued or unsold as of this date. The document outlines that the merger agreement was executed on April 29, 2025, and the full details of the agreement are further disclosed in an attached Current Report on Form 8-K filed on April 30, 2025.

Form Type: S-8 POS

Filing Date: 2025-06-25

Corporate Action: Merger

Type: Update

Accession Number: 000110465925062421

Filing Summary: On June 25, 2025, Regulus Therapeutics Inc. filed a Post-Effective Amendment No. 1 to deregister any and all shares of its common stock that were registered but unsold or unissued under multiple prior Registration Statements on Form S-8. This action is a result of a merger agreement dated April 29, 2025, in which Regulus Therapeutics Inc. merged with Novartis AG's wholly owned subsidiary, Redwood Merger Sub Inc. Following the merger, Regulus became a wholly owned subsidiary of Novartis AG, leading to the termination of all prior offerings and sales of its securities under the Registration Statements. The filing includes a detailed list of all previous registrations, indicating the specific shares associated with each plan under which shares were registered. The document certifies compliance with the requirements for the Form S-8 filing.

Form Type: S-8 POS

Filing Date: 2025-06-25

Corporate Action: Merger

Type: Update

Accession Number: 000110465925062422

Filing Summary: On June 25, 2025, Regulus Therapeutics Inc. underwent a merger with Novartis AG and Redwood Merger Sub Inc., resulting in Regulus becoming a wholly owned subsidiary of Novartis. This Post-Effective Amendment serves to deregister any and all shares of Regulus' common stock that were registered but unsold under various previous Form S-8 Registration Statements. The amendment ensures that no unsold or unissued securities remain registered as a result of the merger. The document details multiple Registration Statements covering a range of shares from equity incentive plans and employee stock purchase plans dating as far back as 2012. The amendment concludes that the Registrant is compliant with the filing requirements under the Securities Act of 1933.

Form Type: S-8 POS

Filing Date: 2025-06-25

Corporate Action: Merger

Type: Update

Accession Number: 000110465925062423

Filing Summary: On June 25, 2025, Regulus Therapeutics Inc. filed a Post-Effective Amendment No. 1 to Form S-8 registration statement to deregister any shares of common stock that were registered but unsold or unissued under several previous registration statements as a result of its merger with Novartis AG. This merger was conducted pursuant to an Agreement and Plan of Merger dated April 29, 2025, whereby a wholly owned subsidiary of Novartis, Redwood Merger Sub Inc., merged with Regulus, leading to Regulus becoming a wholly owned subsidiary of Novartis. The document highlights the number of shares registered under each of the previous S-8 registration statements, indicating that following the merger, all offerings and sales of Regulus's securities are terminated, hence the need for deregistration of these securities. The amendment aims to fulfill an obligation made by Regulus in each registration statement to remove unissued securities from registration at the termination of the offerings. The merger agreement is referenced and attached in detail in a previously filed Current Report on Form 8-K, indicating comprehensive compliance with regulatory obligations regarding the merger.

Form Type: S-8 POS

Filing Date: 2025-06-25

Corporate Action: Merger

Type: Update

Accession Number: 000110465925062425

Filing Summary: On June 25, 2025, Regulus Therapeutics Inc. underwent a merger pursuant to an Agreement and Plan of Merger dated April 29, 2025. In this transaction, Redwood Merger Sub Inc., a wholly owned subsidiary of Novartis AG, merged into Regulus Therapeutics, making Regulus a wholly owned subsidiary of Novartis. Following the merger, Regulus has terminated all offerings and sales of its securities under its previously filed Registration Statements. As required, the company is deregistering all shares of common stock that were registered but unissued as of the date of the merger.

Form Type: S-8 POS

Filing Date: 2025-06-25

Corporate Action: Merger

Type: Update

Accession Number: 000110465925062428

Filing Summary: On June 25, 2025, Regulus Therapeutics Inc. announced a merger with Novartis AG and its wholly owned subsidiary, Redwood Merger Sub Inc., leading to the merger sub being absorbed by Regulus. Post-merger, Regulus will exist as a wholly owned subsidiary of Novartis. Consequently, Regulus has terminated all offerings and sales of its securities registered under multiple prior S-8 Registration Statements and filed a Post-Effective Amendment to deregister any unsold shares of its common stock. The document details various registration numbers and the number of common shares previously registered under the company’s equity incentive and stock purchase plans, along with an explanation of the reverse stock splits affecting the registered shares. The specifics of how the merger and the deregistration are structured are outlined, including a cross-reference to the Merger Agreement that was filed earlier in Form 8-K.

Form Type: S-8 POS

Filing Date: 2025-06-25

Corporate Action: Merger

Type: Update

Accession Number: 000110465925062429

Filing Summary: On June 25, 2025, Regulus Therapeutics Inc. filed a Post-Effective Amendment to deregister shares of its common stock previously registered but unissued under various S-8 registration statements. This filing follows a merger with Novartis AG, where Regulus Therapeutics Inc. became a wholly owned subsidiary of Novartis AG after a merger agreement dated April 29, 2025. The amendment terminates offerings and sales of securities under the earlier registration filings, indicating all unissued shares are now deregistered in light of the merger. The previous registration statements included shares reserved for several equity incentive plans and employee stock purchase plans. The merger reflects a significant transaction altering the company's structure and operational framework.

Form Type: S-8 POS

Filing Date: 2025-06-25

Corporate Action: Merger

Type: Update

Accession Number: 000110465925062430

Filing Summary: On June 25, 2025, Regulus Therapeutics Inc. filed a post-effective amendment to deregister any and all shares of its common stock that remain unissued or unsold under several previous Registration Statements on Form S-8. This amendment responds to a merger with Novartis AG where, per the terms of an Agreement and Plan of Merger dated April 29, 2025, Regulus Therapeutics merged with Redwood Merger Sub Inc., resulting in Regulus becoming a wholly owned subsidiary of Novartis. The amendment reflects the termination of all offerings and sales of its securities pursuant to these Registration Statements. The last details of the merger and agreement were referred to in an attached current report, Form 8-K filed on April 30, 2025. Regulus Therapeutics has declared that the securities registered under these statements that remain unissued are deregistered as of the filing date.

Form Type: S-8 POS

Filing Date: 2025-06-25

Corporate Action: Merger

Type: Update

Accession Number: 000110465925062431

Filing Summary: On June 25, 2025, Regulus Therapeutics Inc. completed a merger in which Merger Sub, a wholly owned subsidiary of Novartis AG, merged with and into Regulus, resulting in Regulus becoming a wholly owned subsidiary of Novartis. As a consequence of the merger, Regulus terminated all offerings of its securities under several previously filed Registration Statements with the SEC. This document serves as a Post-Effective Amendment to deregister any and all shares of Regulus' common stock that were registered but unsold or unissued as of the merger date. The Registration Statements affected include multiple options under various equity plans, totaling millions of shares retained for issuance.

Form Type: S-8 POS

Filing Date: 2025-06-25

Corporate Action: Merger

Type: Update

Accession Number: 000110465925062434

Filing Summary: On June 25, 2025, Regulus Therapeutics Inc. filed a Post-Effective Amendment to Form S-8 to deregister shares of its common stock previously registered under various Registration Statements. This amendment is a result of a merger involving Regulus Therapeutics Inc., Novartis AG, and Redwood Merger Sub Inc., which took effect on the same date. Following the merger, Regulus became a wholly owned subsidiary of Novartis AG, leading to the termination of all offerings and sales of its securities as per the Registration Statements. The document outlines the termination of offerings and inclusion of all necessary deregistration measures as agreed in the Merger Agreement. Additionally, all shares registered but unissued under the affected Registration Statements will be deregistered, effectively rendering them null in light of the merger circumstances.

Form Type: SC 14D9/A

Filing Date: 2025-06-25

Corporate Action: Acquisition

Type: Update

Accession Number: 000110465925062427

Filing Summary: This amendment to the Schedule 14D-9 filed by Regulus Therapeutics Inc. provides updates regarding the acquisition offer from Redwood Merger Sub Inc., a wholly owned subsidiary of Novartis AG, which involved a tender offer for Regulus's outstanding common stock at a price of $7.00 per share in cash, plus a contingent value right. The offer expired on June 24, 2025, at 11:59 p.m. New York City time, and the total number of shares validly tendered was 56,374,397, representing approximately 74.49% of the outstanding shares. Following the tender offer, the merger was completed on June 25, 2025, without a stockholder vote, resulting in the shares being delisted from Nasdaq and the commencement of steps towards terminating the registration of the shares under the Securities Exchange Act of 1934.

Form Type: SC 14D9

Filing Date: 2025-05-27

Corporate Action: Acquisition

Type: New

Accession Number: 000110465925052756

Filing Summary: Regulus Therapeutics Inc. is subject to a tender offer initiated by Redwood Merger Sub Inc., an indirect wholly owned subsidiary of Novartis AG. The offer consists of purchasing all outstanding shares of Regulus for $7.00 per share in cash, plus one contingent value right (CVR) representing the potential for an additional $7.00 payment upon achieving specific milestones related to the FDA approval of a new drug application for a treatment known as farabursen for autosomal dominant polycystic kidney disease. The completion of the tender offer and subsequent merger is contingent on various conditions, including obtaining a majority of shares and regulatory approvals. The offer is set to expire on June 24, 2025, unless extended. Upon successful completion, the company will cease to be publicly traded and become an indirect wholly owned subsidiary of Novartis.

Form Type: SC14D9C

Filing Date: 2025-05-09

Corporate Action: Acquisition

Type: New

Accession Number: 000119312525116180

Filing Summary: On May 9, 2025, Regulus Therapeutics Inc. filed a Solicitation/Recommendation Statement relating to the proposed acquisition of the company by Novartis AG and its wholly owned subsidiary, Redwood Merger Sub Inc. According to the Merger Agreement dated April 29, 2025, this statement outlines the context for the tender offer expected to be commenced by Novartis. The filing indicates that this communication is part of the preliminary materials regarding this acquisition and does not constitute an offer to purchase shares yet. Investors are advised to read the corresponding documents, which will include a tender offer statement and related materials, that will be filed with the SEC when available. The statement also discusses potential risks associated with the acquisition, including uncertainties in achieving the expected benefits and conditions for closing the transaction, as well as the need for regulatory approvals.

Form Type: 10-Q

Filing Date: 2025-05-08

Corporate Action: Merger

Type: Update

Accession Number: 000162828025023872

Filing Summary: Regulus Therapeutics Inc. filed its quarterly report for the period ended March 31, 2025, indicating ongoing negotiations for a merger with Novartis AG. The report highlights various financial approaches and risks associated with the pending transaction, emphasizing that delays or failure to complete the merger could adversely affect the company’s business. Regulus anticipates the necessity of raising additional capital to continue development efforts for its product candidates and to maintain operations. The company noted significant losses since inception, reflecting a net loss of $9.6 million for the quarter and indicating ongoing liquidity challenges. As of the filing date, Regulus had approximately $49.5 million in cash and cash equivalents. The risk factors discussed delineate potential operational challenges, reliance on collaborations, and regulatory hurdles. This update underscores the company's current financial state and the pivotal impact of the merger on its future prospects.

Form Type: 8-K

Filing Date: 2025-04-30

Corporate Action: Merger

Type: New

Accession Number: 000119312525105845

Filing Summary: On April 29, 2025, Regulus Therapeutics Inc. entered into an Agreement and Plan of Merger with Novartis AG and Redwood Merger Sub Inc. to conduct a cash tender offer to acquire all outstanding shares of Regulus' common stock for $7.00 per share, plus one contingent value right (CVR) per share. The Board of Directors unanimously approved the merger, determining it to be in the best interest of stockholders. The offer will initially expire twenty business days after commencement and may be extended under certain conditions. Following the acceptance of shares, Merger Sub will merge with Regulus, with certain stock options and equity awards being converted into cash and CVRs. Additionally, amendments were made to employment agreements of named executive officers regarding severance benefits in connection with a change in control. Transaction bonuses of $750,000 for the CEO and $350,000 for other NEOs were approved, contingent upon the closing of the merger. A press release regarding the merger was issued on April 30, 2025.