LA JOLLA, Calif., Nov. 24, 2021 /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 financing was
led by the Federated Hermes Kaufmann Funds and New Enterprise
Associates (NEA), with participation from other new and existing
investors. Upon the closing of the financing, which is anticipated
to occur on or about November 30,
2021, the Company expects to receive gross proceeds of
approximately $34.6 million. The
closing of the financing is subject to customary closing
conditions.
SVB Leerink is acting as the lead placement agent for the
financing. H.C. Wainwright & Co. is acting as a
co-placement agent for the financing.
Under the securities purchase agreement, the investors have
agreed to purchase approximately 58.9 million shares of the
Company's common stock ("Common Stock") at a purchase price
of $0.36 per share. Certain investors have also agreed to
purchase, in lieu of shares of Common Stock, an aggregate of
approximately 3,725,720 shares of newly designated, non-voting
Class A-4 convertible preferred stock at a purchase price of
$3.60 per share. Each
share of non-voting Class A–4 convertible preferred stock will
be convertible into 10 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. These and other risks are described in
additional detail in Regulus' filings with the Securities and
Exchange Commission (SEC), including under the "Risk Factors"
heading of Regulus' Quarterly Report on Form 10-Q for the quarter
ended September 30, 2021, as filed
with the SEC on November 12,
2021. 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.