REGULUS THERAPEUTICS INC. Item 1.01 Entry into a Material Definitive Agreement.
Private Placement of Common Stock, Non-Voting Preferred Stock and Warrants
On
At the closing under the Purchase Agreement that occurred on
Certain directors and officers of the Company are Purchasers under the Purchase
Agreement and purchased shares of Common Stock and warrants at the Closing at a
purchase price of
Aggregate
Purchase
Price of
Common
Stock and
Warrants
Purchased at
Name of Insider and Position With Company Closing
Stelios Papadopoulos, Ph.D. $ 574,395.24
Chairman of the Board
Joseph Hagan(1) $ 28,722.37
President, Chief Executive Officer and Director
(1) Securities purchased through an affiliated investment entity.
Under the terms of the Purchase Agreement, the Company has agreed to prepare and
file, within 30 days after the Closing, one or more registration statements with
the
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The Purchase Agreement contains customary representations, warranties and covenants that were made solely for the benefit of the parties to the Purchase Agreement. Such representations, warranties and covenants (i) are intended as a way of allocating risk between the parties to the Purchase Agreement and not as statements of fact, and (ii) may apply standards of materiality in a way that is different from what may be viewed as material by stockholders of, or other investors in, the Company. Accordingly, the Purchase Agreement is included with this filing only to provide investors with information regarding the terms of transaction and not to provide investors with any other factual information regarding the Company. Investors should not rely on the representations, warranties and covenants or any descriptions thereof as characterizations of the actual state of facts or condition of the Company or any of its subsidiaries or affiliates. Moreover, information concerning the subject matter of the representations and warranties may change after the date of the Purchase Agreement, which subsequent information may or may not be fully reflected in public disclosures.
The foregoing is only a summary of the terms of the Purchase Agreement and the warrants issued under the Purchase Agreement, does not purport to be complete and is qualified in its entirety by reference to the full text of (i) the Purchase Agreement, a copy of which is attached to this report as Exhibit 10.1, and (ii) the form of warrant issued under the Purchase Agreement, a copy of which is attached to this report as Exhibit 4.2.
On
Item 3.02 Unregistered Sales of
The disclosure regarding the securities sold and issued under the Purchase Agreement as set forth under Item 1.01 of this report is incorporated by reference under this Item 3.02.
The securities described above under Item 1.01 have not been registered under the Securities Act or any state securities laws. The Company relied on the exemption from the registration requirements of the Securities Act by virtue of Section 4(a)(2) thereof. Each of the Purchasers represented that it was acquiring the securities for investment only and not with a view towards, or for resale in connection with, the public sale or distribution thereof.
Item 5.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year.
Class A-3 Certificate of Designation
On
Each share of Class A-3 convertible preferred stock is convertible into 10 shares of Common Stock, subject to proportional adjustment as provided in the Class A-3 Certificate of Designation. In the event of the Company's liquidation, dissolution or winding up, holders of Class A-3 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 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-3 convertible preferred stock or the Common Stock. Holders of Class A-3 convertible preferred stock are entitled to receive dividends on shares of Class A-3 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-3 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-3 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-3 Certificate of Designation, a copy of which is attached to this report as Exhibit 3.1.
Amendment to Class A-1 Certificate of Designation
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On
Other than the Class A-1 Amendment described above, the rights, preferences and
privileges of the Class A-1 convertible preferred stock remain the same as
disclosed in Item 5.03 of the Current Report on Form 8-K filed by the Company on
The foregoing is only a summary of the terms of the Class A-1 Amendment, does not purport to be complete and is qualified in its entirety by reference to the full text of the Class A-1 Amendment, a copy of which is attached to this report as Exhibit 3.2.
Amendment to Class A-2 Certificate of Designation
On
Other than the Class A-2 Amendment described above, the rights, preferences and
privileges of the Class A-2 convertible preferred stock remain the same as
disclosed in Item 5.03 of the Current Report on Form 8-K filed by the Company on
The foregoing is only a summary of the terms of the Class A-2 Amendment, does not purport to be complete and is qualified in its entirety by reference to the full text of the Class A-2 Amendment, a copy of which is attached to this report as Exhibit 3.3.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits
3.1 Certificate of Designation of Preferences, Rights and Limitations of
Class A-3 Convertible Preferred Stock.
3.2 Certificate of Amendment to the Certificate of Designation of
Preferences, Rights and Limitations of Class A-1 Convertible Preferred
Stock.
3.3 Certificate of Amendment to the Certificate of Designation of
Preferences, Rights and Limitations of Class A-2 Convertible Preferred
Stock.
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4.1 Reference is made to Exhibits 3.1 , 3.2 and 3.3 .
4.2 Form of Common Stock Purchase Warrant.
10.1 Securities Purchase Agreement, dated December 1, 2020, by and among the
Company and the Purchasers.
99.1 Press release, dated December 1, 2020.
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