Item 2.02. Results of Operations and Financial Condition.

On January 5, 2021, REGENXBIO Inc. (the "Company") issued a press release (the "Press Release") regarding program updates and its financial condition for the year ended December 31, 2020. The disclosure regarding the Company's cash, cash equivalents and marketable securities as of December 31, 2020 in the subheading bullets of the Press Release and in the section titled "Financial Guidance" of the Press Release is furnished in Exhibit 99.1 to this Current Report on Form 8-K and is incorporated by reference herein.

The Company reports its financial results in accordance with U.S. generally accepted accounting principles. All financial data in this press release for the year ended December 31, 2020 is preliminary, as financial close procedures for the year ended December 31, 2020 are not yet complete. These estimates are not a comprehensive statement of the financial position of the Company for the year ended December 31, 2020. Actual results may differ materially from these estimates as a result of the completion of normal year-end accounting procedures and adjustments, including the execution of the Company's internal control over financial reporting, the completion of the preparation and management's review of the Company's financial statements for the year ended December 31, 2020 and the subsequent occurrence or identification of events prior to the filing of the financial results for the year ended December 31, 2020 on Form 10-K with the Securities and Exchange Commission.

The information in Item 2.02 of this Current Report on Form 8-K, along with the disclosure regarding the Company's cash, cash equivalents and marketable securities as of December 31, 2020 in the subheading bullets of the Press Release and in the section titled "Financial Guidance" of the Press Release, shall not be deemed "filed" for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the "Exchange Act"), or otherwise subject to the liabilities of that section, nor shall it be deemed incorporated by reference in any filing under the Securities Act of 1933, as amended, or the Exchange Act, except as expressly set forth by specific reference in such a filing.




Item 8.01. Other Events.


The Press Release also includes information regarding program updates and certain anticipated milestones and financial guidance of the Company relating to periods subsequent to 2020.

A copy of the Press Release is filed as Exhibit 99.1 to this Current Report on Form 8-K and incorporated herein by reference, with the exception of the disclosure regarding the Company's cash, cash equivalents and marketable securities as of December 31, 2020 in the subheading bullets of the Press Release and in the section titled "Financial Guidance" of the Press Release, which is furnished as set forth in Item 2.02 above.

Item 9.01. Financial Statements and Exhibits.






(d) Exhibits




Exhibit
  No.       Description

99.1          Press release dated January 5, 2021.

104         The cover page from this Current Report on Form 8-K, formatted in
            Inline XBRL.

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