Item 3.03 Material Modification to Rights of Security Holders.
On June 24, 2022, Regulus Therapeutics Inc. (the "Company") filed a Certificate
of Amendment to its Amended and Restated Certificate of Incorporation with the
Secretary of State of the State of Delaware to effect a reverse stock split at a
ratio of 1:10 and decrease the authorized number of shares of the Company's
common stock from 400,000,000 shares to 300,000,000 shares (the "Charter
Amendment"). The Charter Amendment was authorized by the stockholders of the
Company at the Company's 2022 Annual Meeting of Stockholders held on June 9,
Pursuant to the Charter Amendment, effective at 5:00 p.m. Eastern Time on
June 28, 2022 (the "Effective Time"), every ten shares of the Company's issued
and outstanding common stock will be automatically converted into one issued and
outstanding share of common stock, without any change in par value per share. As
a result of the reverse stock split, proportionate adjustments will be made to
the per share conversion ratio and/or the number of shares issuable upon the
conversion of the Company's preferred stock outstanding at the Effective Time,
which will result in a proportional decrease in the number of shares of the
Company's common stock reserved for issuance upon conversion of the preferred
stock. Additionally, proportionate adjustments will be made to the per share
exercise price and/or the number of shares issuable upon the exercise or vesting
of all stock options, restricted stock units and warrants outstanding at the
Effective Time, which will result in a proportional decrease in the number of
shares of the Company's common stock reserved for issuance upon exercise or
vesting of such stock options, restricted stock units and warrants, and, in the
case of stock options and warrants, a proportional increase in the exercise
price of all such stock options and warrants. In addition, the number of shares
reserved for issuance under the Company's 2019 Equity Incentive Plan, 2021
Inducement Plan and 2022 Employee Stock Purchase Plan immediately prior to the
Effective Time will be reduced proportionately.
No fractional shares will be issued as a result of the reverse stock split.
Stockholders of record who would otherwise be entitled to receive a fractional
share will receive a cash payment in lieu thereof. The reverse stock split will
affect all stockholders proportionately and will not affect any stockholder's
percentage ownership of the Company's common stock (except to the extent that
the reverse stock split results in any stockholder owning only a fractional
The Company's common stock will begin trading on The Nasdaq Capital Market on a
split-adjusted basis when the market opens on June 29, 2022. The new CUSIP
number for the Company's common stock following the reverse stock split will be
A copy of the Charter Amendment is filed with this report as Exhibit 3.1.
Item 9.01 Financial Statements and Exhibits.
No. Exhibit Title or Description
3.1 Certificate of Amendment of the Amended and Restated Certificate of
Incorporation of Regulus Therapeutics Inc.
104 Cover Page Interactive Data File (the cover page XBRL tags are
embedded within the inline XBRL document)
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