| Name | Relationship | Address | Signature | Signature date | CIK |
|---|---|---|---|---|---|
| Hagan Joseph P | Chief Executive Officer, Director | C/O REGULUS THERAPEUTICS INC., 4224 CAMPUS POINT CT., #210, SAN DIEGO | /s/ Christopher Aker, Attorney-in-Fact | 2025-06-27 | 0001465278 |
| Type | Sym | Class | Transaction | Value $ | Shares | Change % | * Price $ | Shares After | Date | Ownership | Footnotes |
|---|---|---|---|---|---|---|---|---|---|---|---|
| transaction | RGLS | Common Stock | Disposed to Issuer | -572K | -100% | 0 | Jun 25, 2025 | Direct | F1, F2, F3 |
| Type | Sym | Class | Transaction | Value $ | Shares | Change % | * Price $ | Shares After | Date | Underlying Class | Amount | Exercise Price | Ownership | Footnotes |
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| transaction | RGLS | Stock Option | Disposed to Issuer | -6.5K | -100% | 0 | Jun 25, 2025 | Common Stock | 6.5K | $9.50 | Direct | F1, F2, F5 | ||
| transaction | RGLS | Stock Option | Disposed to Issuer | -1K | -100% | 0 | Jun 25, 2025 | Common Stock | 1K | $9.50 | Direct | F1, F2, F5 | ||
| transaction | RGLS | Stock Option | Disposed to Issuer | -100K | -100% | 0 | Jun 25, 2025 | Common Stock | 100K | $6.40 | Direct | F1, F2, F4 | ||
| transaction | RGLS | Stock Option | Disposed to Issuer | -90K | -100% | 0 | Jun 25, 2025 | Common Stock | 90K | $13.10 | Direct | F1, F2, F5 | ||
| transaction | RGLS | Stock Option | Disposed to Issuer | -160K | -100% | 0 | Jun 25, 2025 | Common Stock | 160K | $2.60 | Direct | F1, F2, F4 | ||
| transaction | RGLS | Stock Option | Disposed to Issuer | -30K | -100% | 0 | Jun 25, 2025 | Common Stock | 30K | $13.10 | Direct | F1, F2, F5 | ||
| transaction | RGLS | Stock Option | Disposed to Issuer | -100K | -100% | 0 | Jun 25, 2025 | Common Stock | 100K | $1.48 | Direct | F1, F2, F4 | ||
| transaction | RGLS | Stock Option | Disposed to Issuer | -1.31M | -100% | 0 | Jun 25, 2025 | Common Stock | 1.31M | $1.36 | Direct | F1, F2, F4 | ||
| transaction | RGLS | Stock Option | Disposed to Issuer | -249K | -100% | 0 | Jun 25, 2025 | Common Stock | 249K | $1.30 | Direct | F1, F2, F4 | ||
| transaction | RGLS | Stock Option | Disposed to Issuer | -990K | -100% | 0 | Jun 25, 2025 | Common Stock | 990K | $2.01 | Direct | F1, F2, F4 | ||
| transaction | RGLS | Stock Option | Disposed to Issuer | -1.35M | -100% | 0 | Jun 25, 2025 | Common Stock | 1.35M | $1.00 | Direct | F1, F2, F4 | ||
| transaction | RGLS | Common Stock Purchase Warrant (Right to Buy) | Disposed to Issuer | -2.98K | -100% | 0 | Jun 25, 2025 | Common Stock | 2.98K | $7.46 | Direct | F1, F2, F6 |
Joseph P. Hagan is no longer subject to Section 16 filing requirements. Form 4 or Form 5 obligations may continue.
| Id | Content |
|---|---|
| F1 | This Form 4 reports securities disposed pursuant to that certain Agreement and Plan of Merger, dated as of April 29, 2025 (the "Merger Agreement"), by and among Regulus Therapeutics Inc. (the "Issuer"), Redwood Merger Sub Inc. ("Merger Sub"), a wholly owned, indirect subsidiary of Novartis AG ("Parent"), and Parent. Pursuant to the Merger Agreement, Merger Sub completed a cash tender offer to acquire all of the issued and outstanding shares of common stock of the Issuer, par value $0.001 (the "Shares"), in exchange for (a) $7.00 in cash per Share (the "Closing Amount"), subject to any applicable withholding and without interest thereon, plus (b) one contingent value right (each, a "CVR") per Share. |
| F2 | Each CVR represents the right to receive one contingent payment of $7.00 in cash (the Closing Amount and one CVR, collectively, the "Offer Price"), subject to any applicable withholding and without interest thereon, upon the achievement of the milestone specified in, and on the other terms and subject to the other conditions set forth in, that certain CVR Agreement entered into between Parent and a rights agent. Effective as of June 25, 2025, Merger Sub merged with and into the Issuer (the "Effective Time"), with the Issuer continuing as the surviving corporation and as a wholly owned subsidiary of Parent. |
| F3 | Pursuant to the terms of the Merger Agreement, (i) each Share was converted into the right to receive the Offer Price and (ii) each performance stock unit ("PSU") was canceled and converted into the right to receive (A) an amount in cash (without interest) equal to the product obtained by multiplying (x) the aggregate number of Shares underlying such PSU immediately prior to the Effective Time by (y) the Closing Amount plus (B) one CVR with respect to each such Share subject to such PSU immediately prior to the Effective Time. The 280,750 PSUs reported herein were unintentionally omitted from previous Form 4 filings made by the Reporting Person following the achievement of the performance-based vesting conditions applicable thereto. |
| F4 | Pursuant to terms of the Merger Agreement, each stock option that was outstanding and unexercised immediately prior to the Effective Time with a per Share exercise price less than the Closing Amount (each, an "In-the-Money Option") was automatically canceled and terminated and converted into the right to receive (i) a payment in cash (without interest and subject to applicable withholding), if any, equal to the product obtained by multiplying (A) the aggregate number of Shares underlying such In-the-Money Option immediately prior to the Effective Time by (B) an amount equal to the Closing Amount less the per Share exercise price of such In-the-Money Option plus (ii) one CVR with respect to each Share subject to such In-the-Money Option immediately prior to the Effective Time. |
| F5 | Pursuant to terms of the Merger Agreement, each stock option that was outstanding and unexercised with a per Share exercise price equal to or greater than the Closing Amount but less than $14.00 (each, an "Out-of-the-Money Option") was automatically canceled and terminated and converted into the right to receive one CVR with respect to each Share subject to such Out-of-the-Money Option immediately prior to the Effective Time, and therefore may become entitled to receive, as of the date of the Milestone Payment (as defined in the Merger Agreement), an amount in cash (without interest and subject to applicable withholding), if any, equal to the product obtained by multiplying (i) the aggregate number of CVRs received in respect of such Out-of-the-Money Option by (ii) an amount equal to $14.00, less the per Share exercise price of such Out-of-the-Money Option (provided if no Milestone Payment is made, then no payments will be made with respect to any Out-of-the-Money Option). |
| F6 | Pursuant to the Merger Agreement, the Reporting Person elected to receive $2.95 per warrant, an amount equal to the Black Scholes Value (as defined in the Merger Agreement) for the warrants reported herein. |