Pursuant to Section 13 or 15(d)

of the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): March 7, 2019



Regulus Therapeutics Inc.

(Exact name of registrant as specified in its charter)




Delaware   001-35670   26-4738379

(State of




File No.)


(IRS Employer

Identification No.)


10614 Science Center Drive

San Diego, CA

(Address of principal executive offices)   (Zip Code)

Registrant’s telephone number, including area code: (858) 202-6300


(Former name or former address, if changed since last report.)



Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):


Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)


Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)


Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))


Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging growth company  ☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.  ☐




Item 1.01 Entry into a Material Definitive Agreement.

On March 7, 2019, we entered into an amendment to our Loan and Security Agreement (the “Sixth Amendment”) with Oxford Finance LLC, as the collateral agent and a lender (the “Lender”), dated June 17, 2016, as amended, pursuant to which the Lender lent us $20.0 million in a term loan (the “Term Loan”).

Pursuant to the terms of the Sixth Amendment, our required monthly payment to the Lender for the month of March 2019 is comprised of interest only. Amortization payments will recommence in April 2019.

The maturity date of the Term Loan remains unchanged and the Term Loan is required to be paid in full on June 1, 2020.

The foregoing is only a summary of the material terms of the Sixth Amendment, does not purport to be complete and is qualified in its entirety by reference to the full text of the Sixth Amendment, which will be filed as an exhibit to our Annual Report on Form 10-K for the fiscal year ended December 31, 2018.


Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.


    Regulus Therapeutics Inc.
Date: March 11, 2019     By:   /s/ Joseph P. Hagan
      Joseph P. Hagan
      President and Chief Executive Officer