SAN
DIEGO, March 12, 2024 /PRNewswire/ -- Regulus
Therapeutics Inc. (Nasdaq: RGLS), a biopharmaceutical company
focused on the discovery and development of innovative medicines
targeting microRNAs (the "Company" or "Regulus"), today announced
that it has entered into a definitive securities purchase agreement
in connection with a private placement to certain institutional
investors and other accredited investors. The oversubscribed
financing includes participation from new and existing
institutional investors, including Adage Capital Partners L.P.,
Deep Track Capital, the Federated Hermes Kaufmann Funds, New
Enterprise Associates (NEA), Octagon Capital, RA Capital
Management, and Vivo Capital. Upon the closing of the financing,
which is anticipated to occur on or about March 14, 2024, the
Company expects to receive gross proceeds of approximately
$100 million. The closing of the
financing is subject to customary closing conditions.
Leerink Partners is acting as the lead placement agent for the
financing. H.C. Wainwright & Co. is acting as co-placement
agent for the financing. Canaccord Genuity is acting as a financial
advisor.
Under the securities purchase agreement, the investors have
agreed to purchase shares of the Company's common stock ("Common
Stock") at a purchase price of $1.60
per share. Certain investors have also agreed to purchase, in lieu
of shares of Common Stock, shares of newly designated, non-voting
Class A-6 convertible preferred stock at a purchase price of
$160.00 per share. Each share of
non-voting Class A-6 convertible preferred stock will be
convertible into 100 shares of Common Stock, subject to certain
beneficial ownership conversion limitations.
The offer and sale of the foregoing securities are being made in
a transaction not involving a public offering and have not been
registered under the Securities Act of 1933, as amended (the
"Securities Act"), or applicable state securities laws.
Accordingly, the securities may not be reoffered or resold in
the United States except pursuant
to an effective registration statement or an applicable exemption
from the registration requirements of the Securities Act and such
applicable state securities laws.
This press release does not constitute an offer to sell or the
solicitation of an offer to buy the securities, nor shall there be
any sale of the securities in any state in which such offer,
solicitation or sale would be unlawful prior to the registration or
qualification under the securities laws of such state.
About Regulus
Regulus Therapeutics Inc. (Nasdaq: RGLS) is a biopharmaceutical
company focused on the discovery and development of innovative
medicines targeting microRNAs. Regulus has leveraged its
oligonucleotide drug discovery and development expertise to develop
a pipeline complemented by a rich intellectual property estate in
the microRNA field. Regulus maintains its corporate headquarters in
San Diego, CA.
Forward-Looking Statements
Statements contained in this press release regarding matters
that are not historical facts are "forward-looking statements"
within the meaning of the Private Securities Litigation Reform Act
of 1995, including statements associated with the timing, size and
completion of the private placement. Because such statements are
subject to risks and uncertainties, actual results may differ
materially from those expressed or implied by such forward-looking
statements. Words such as "believes," "anticipates," "plans,"
"expects," "intends," "will," "goal," "potential" and similar
expressions are intended to identify forward-looking statements.
These forward-looking statements are based upon Regulus' current
expectations and involve assumptions that may never materialize or
may prove to be incorrect. Actual results and the timing of events
could differ materially from those anticipated in such
forward-looking statements as a result of various risks and
uncertainties, which include, without limitation, risks associated
with market conditions and the satisfaction of customary closing
conditions. These and other risks are described in additional
detail in Regulus' filings with the Securities and Exchange
Commission, including under the "Risk Factors" heading of Regulus'
quarterly report on Form 10-Q for the quarter ended September 30, 2023. All forward-looking
statements contained in this press release speak only as of the
date on which they were made. Regulus undertakes no obligation to
update such statements to reflect events that occur or
circumstances that exist after the date on which they were
made.
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SOURCE Regulus Therapeutics Inc.