Item 8.01 Other Events.

Closing of Private Placement of Common Stock and Non-Voting Preferred Stock

As previously reported in a Current Report on Form 8-K , on November 24, 2021, Regulus Therapeutics Inc., a Delaware corporation (the "Company"), entered into a Securities Purchase Agreement (the "Purchase Agreement") with certain institutional and other accredited investors (the "Purchasers"), pursuant to which the Company agreed to sell and issue to the Purchasers, and the Purchasers agreed to purchase from the Company, at a closing (the "Closing") to occur on or about November 30, 2021, (i) 58,923,352 shares of the Company's common stock ("Common Stock") at a purchase price of $0.36 per share and (ii) 3,725,720 shares of non-voting Class A-4 convertible preferred stock, in lieu of shares of Common Stock, at a purchase price of $3.60 per share.

The Closing occurred on November 30, 2021. The total gross proceeds to the Company at the Closing were approximately $34.6 million.

A copy of the Purchase Agreement is filed as Exhibit 99.1 to this report.

On November 30, 2021, the Company issued a press release announcing the Closing, a copy of which is filed as Exhibit 99.2 to this report.

Item 5.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal

Year.

Class A-4 Certificate of Designation

On November 29, 2021, in connection with the Closing, the Company filed a Certificate of Designation of Preferences, Rights and Limitations of Class A-4 Convertible Preferred Stock (the "Class A-4 Certificate of Designation"). The Class A-4 Certificate of Designation establishes and designates the Class A-4 convertible preferred stock, par value $0.001 per share, and the rights, preferences and privileges thereof.

Each share of Class A-4 convertible preferred stock is convertible into 10 shares of Common Stock, subject to proportional adjustment as provided in the Class A-4 Certificate of Designation. In the event of the Company's liquidation, dissolution or winding up, holders of Class A-4 convertible preferred stock will participate pari passu with any distribution of proceeds to holders of Common Stock, holders of the Company's Class A-1 convertible preferred stock, holders of the Company's Class A-2 convertible preferred stock, holders of the Company's Class A-3 convertible preferred stock and the holders of any series of class of the Company's preferred stock or other capital stock thereafter created ranking on its terms on parity with the Class A-4 convertible preferred stock or the Common Stock. Holders of Class A-4 convertible preferred stock are entitled to receive dividends on shares of Class A-4 convertible preferred stock equal (on an as converted to Common Stock basis) to and in the same form as dividends actually paid on the Common Stock. Shares of Class A-4 convertible preferred stock generally have no voting rights, except as required by law.

The foregoing is only a summary of the terms of the Class A-4 Certificate of Designation, does not purport to be complete and is qualified in its entirety by reference to the full text of the Class A-4 Certificate of Designation, a copy of which is attached to this report as Exhibit 3.1.

Item 9.01 Financial Statements and Exhibits.




(d) Exhibits



3.1       Certificate of Designation of Preferences, Rights and Limitations of
        Class A-4 Convertible Preferred Stock.

4.1       Reference is made to Exhibit 3.1.

99.1      Securities Purchase Agreement, dated November 24, 2021, by and among the
        Company and the Purchasers.

99.2      Press release, dated November 30, 2021.

104     Cover Page Interactive Data File (the cover page XBRL tags are embedded
        within the inline XBRL document)

--------------------------------------------------------------------------------

© Edgar Online, source Glimpses