SAN
DIEGO, April 13, 2023 /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 additional existing
shareholders. Upon the closing of the financing, which is
anticipated to occur on or about April 13,
2023, the Company expects to receive gross proceeds of
approximately $15.0 million. The
closing of the financing is subject to customary closing
conditions.
SVB Securities 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 2,615,536 shares of the Company's common stock
("Common Stock") at a purchase price of $0.9001 per share.
Certain investors have also agreed to purchase, in lieu of shares
of Common Stock, an aggregate of 140,827 shares of newly
designated, non-voting Class A-5 convertible preferred stock
at a purchase price of $90.01 per share. Each share of
non-voting Class A–5 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. 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'
annual report on Form 10-K for the year ended December 31, 2022. 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.